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Cott Corp/CN – ‘SC TO-T/A’ on 2/26/20 re: Primo Water Corp

On:  Wednesday, 2/26/20, at 7:35am ET   ·   Accession #:  1193125-20-49140   ·   File #:  5-85782

Previous ‘SC TO-T’:  ‘SC TO-T’ on 1/28/20   ·   Next & Latest:  ‘SC TO-T/A’ on 3/2/20

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/26/20  Cott Corp/CN                      SC TO-T/A              2:46K  Primo Water Corp                  Donnelley … Solutions/FA

Amendment to Tender-Offer Statement by a Third Party   —   Sch. TO
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T/A   Amendment to Tender-Offer Statement by a Third      HTML     21K 
                Party                                                            
 2: EX-99.(A)(5)(J)  Exhibit (A)(5)(J)                              HTML     14K 


‘SC TO-T/A’   —   Amendment to Tender-Offer Statement by a Third Party


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  SC TO-T/A  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE TO

AMENDMENT NO. 1

(RULE 14D-100)

 

 

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

PRIMO WATER CORPORATION

(Names of Subject Company)

 

 

FORE ACQUISITION CORPORATION

(Purchaser)

 

 

COTT CORPORATION

(Parent of Purchaser)

(Names of Filing Persons)

COMMON STOCK, $0.001 PAR VALUE

(Title of Class of Securities)

74165N105

(CUSIP Number of Class of Securities)

Marni Morgan Poe

Chief Legal Officer

Cott Corporation

4221 West Boy Scout Blvd., Suite 400

Tampa, Florida, United States 33607

(813) 313-1732

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

 

Matthew H. Meyers

Faegre Drinker Biddle & Reath LLP

One Logan Square, Suite 2000

Philadelphia, PA 19103

Telephone: (215) 988-2700

 

 

CALCULATION OF FILING FEE

 

 

Transaction Valuation*  

Amount of

Filing Fee**

$604,814,054.29

  $78,504.86

 

 

 

*

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended, based on the product of (i) $14.53, the average of the high and low sales prices per share of Primo common stock on January 22, 2020, as reported by the Nasdaq Stock Market LLC, and (ii) 41,625,193 (the number of shares of Primo common stock estimated to be outstanding at the time the offer and the merger are consummated).

**

The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals 0.0001298 multiplied by the estimated transaction valuation.

 

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $51,289.87   Filing Party: Cott Corporation
Form or Registration No.: Form S-4 (333-236122)   Date Filed: January 28, 2020
Amount Previously Paid: $27,214.99   Filing Party: Cott Corporation
Form or Registration No.: Schedule TO-T   Date Filed: January 28, 2020

 

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

 

third-party tender offer subject to Rule 14d-1.

 

 

issuer tender offer subject to Rule 13e-4.

 

 

going-private transaction subject to Rule 13e-3.

 

 

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

 

 

 


This Amendment No.1 to Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed on January 28, 2020 (the “Schedule TO”) by Cott Corporation (“Cott”) and its indirect wholly owned subsidiary, Fore Acquisition Corporation, a Delaware corporation (the “Purchaser”) relating to the offer by the Purchaser to exchange for each outstanding share of common stock, $0.001 par value per share, of Primo Water Corporation, a Delaware corporation (“Primo”), (a) $5.04 in cash and 0.6549 common shares of Cott, (b) $14.00 in cash, or (c) 1.0229 common shares of Cott (together, the “transaction consideration”), subject in each case to the election procedures and, in each case of election to receive the all-cash or all-stock consideration, to the proration procedures described in the Prospectus, as defined below (collectively, subject to the terms and conditions set forth in the Prospectus and the related forms of Letter of Election and Transmittal, each as hereinafter described, and together with any amendments or supplements thereto, the “Offer”).

Cott filed with the U.S. Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 on January 28, 2020, as amended on February 7, 2020, relating to the offer and sale of common shares of Cott to be issued to holders of shares of Primo common stock validly tendered in the Offer and not properly withdrawn (the “Registration Statement”). The terms and conditions of the Offer are set forth in the Prospectus, which is a part of the Registration Statement and filed as Exhibit (a)(4)(B) hereto (the “Prospectus”), and the related form of Letter of Election and Transmittal, which is filed as Exhibit (a)(1)(A) hereto (the “Letter of Election and Transmittal”). Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus and the Letter of Election and Transmittal, including any prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC by Cott or the Purchaser, is hereby expressly incorporated into this Schedule TO by reference in response to items 1 through 11 of this Schedule TO and is supplemented by the information specifically provided for in this Schedule TO.

Items 1 through 11.

Items 1 through 11 are hereby amended and supplemented as set forth in the Prospectus, which is filed as Exhibit (a)(4)(B) hereto.

All of the information in the Prospectus and the Letter of Election and Transmittal, and any prospectus supplement or other amendment thereto related to the Offer hereafter filed with the SEC by Cott or the Purchaser is hereby incorporated by reference in answers to Items 1 through 11 of the Schedule TO.

Items 1, 4(a) and 11(b) are hereby amended and supplemented by adding the following text thereto:

Cott today announced that it has extended the expiration of the Offer to 5 p.m., New York City time, on February 28, 2020. All other terms and conditions of the Offer remain unchanged.

The depositary of the Offer has advised that, as of 12:00 midnight, New York City time, at the end of the day on February 25, 2020, a total of approximately 30,144,307 shares of Primo common stock were validly tendered and not properly withdrawn in the Offer.

Item 12.

Item 12 is hereby amended by the restatement of Exhibit (a)(4)(A) and addition of Exhibits (a)(4)(B) and (a)(5)(J) as set forth below:


Item 12. Exhibits.

 

Exhibit No.

 

Description

(a)(4)(A)   Prospectus/Offer (incorporated by reference to Amendment No. 1 to Cott’s Registration Statement on Form S-4 filed on February 7, 2020)
(a)(4)(B)   Prospectus (incorporated by reference to Cott’s filing pursuant to Rule 424(b)(3) filed on February 18, 2020)
(a)(5)(J)   Press release issued by Cott Corporation, dated February 26, 2020


SIGNATURES

After due inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 26, 2020

 

FORE ACQUISITION CORPORATION
  By:   

/s/ Thomas Harrington

   Name: Thomas Harrington
   Title:   President and Chief Executive Officer
COTT CORPORATION
  By:   

/s/ Thomas Harrington

   Name: Thomas Harrington
   Title:   Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC TO-T/A’ Filing    Date    Other Filings
2/28/20
Filed on:2/26/20
2/25/20
2/7/208-K,  S-4/A,  SC 14D9/A
1/28/204,  S-4,  SC 13G/A,  SC 14D9,  SC TO-T
1/22/20
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Filing Submission 0001193125-20-049140   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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