Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-T Tender-Offer Statement -- Third-Party Tender Offer 6 27K
2: EX-99.1(A)(1) Miscellaneous Exhibit 56 265K
10: EX-99.10(D)(2) Miscellaneous Exhibit 46 203K
11: EX-99.11(D)(3) Miscellaneous Exhibit 12 42K
12: EX-99.12(D)(4) Miscellaneous Exhibit 9 35K
3: EX-99.2(A)(2) Miscellaneous Exhibit 12 58K
4: EX-99.3(A)(3) Miscellaneous Exhibit 3 15K
5: EX-99.4(A)(4) Miscellaneous Exhibit 2 14K
6: EX-99.5(A)(5) Miscellaneous Exhibit 4 18K
7: EX-99.6(A)(6) Miscellaneous Exhibit 5± 17K
8: EX-99.8(A)(8) Miscellaneous Exhibit 5 28K
9: EX-99.9(D)(1) Miscellaneous Exhibit 4 19K
EX-99.8(A)(8) — Miscellaneous Exhibit
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Exhibit 99(a)(8)
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES (AS DEFINED BELOW). THE OFFER (AS DEFINED BELOW) IS MADE ONLY BY
THE OFFER TO PURCHASE, DATED MARCH 5, 2001, AND THE RELATED LETTER OF
TRANSMITTAL, AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND IS BEING MADE TO ALL
HOLDERS OF SHARES. THE OFFER, HOWEVER, IS NOT BEING MADE TO (NOR WILL TENDERS BE
ACCEPTED FROM OR ON BEHALF OF) HOLDERS OF SHARES RESIDING IN ANY JURISDICTION IN
WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE THEREOF WOULD NOT BE IN
COMPLIANCE WITH THE SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH JURISDICTION.
HOWEVER, PURCHASER (AS DEFINED BELOW) MAY, IN ITS DISCRETION, TAKE SUCH ACTION
AS IT MAY DEEM NECESSARY TO MAKE THE OFFER IN ANY JURISDICTION AND EXTEND THE
OFFER TO HOLDERS OF SHARES IN SUCH JURISDICTION. IN THOSE JURISDICTIONS WHERE
SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE OFFER TO BE MADE BY A LICENSED
BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF OF PURCHASER BY
ROTHSCHILD INC. ("ROTHSCHILD" OR THE "DEALER MANAGER") OR ONE OR MORE REGISTERED
BROKERS OR DEALERS LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
Notice of Offer to Purchase for Cash
All Outstanding Shares of Common Stock
of
SUNGLASS HUT INTERNATIONAL, INC.
at
$11.50 Net Per Share
by
SHADE ACQUISITION CORP.,
a wholly-owned subsidiary of
LUXOTTICA GROUP S.p.A.
Shade Acquisition Corp., a Florida corporation ("Purchaser") and an
indirect wholly-owned subsidiary of Luxottica Group S.p.A., an Italian
corporation ("Parent"), is offering to purchase all of the outstanding shares of
common stock, par value $0.01 per share (the "Shares"), of Sunglass Hut
International, Inc., a Florida corporation (the "Company"), at a price of $11.50
per Share, net to the seller in cash (the "Share Offer Price"), upon the terms
and subject to the conditions set forth in the Offer to Purchase, dated March 5,
2001 (the "Offer to Purchase"), and in the related letter of transmittal (the
"Letter of Transmittal") (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). Tendering shareholders who have
Shares registered in their names and who tender directly to American Stock
Transfer & Trust Company (the "Depositary") will not be charged brokerage fees
or commissions or, subject to Instruction 6 of the Letter of Transmittal, stock
transfer taxes on the purchase of Shares pursuant to the Offer. Shareholders who
hold their Shares through a broker or bank should consult such institution as to
whether it charges any service fees. Parent or Purchaser will pay all charges
and expenses of the Dealer Manager, the Depositary and MacKenzie
Partners, Inc., which is acting as the information agent (the "Information
Agent"), incurred in connection with the Offer. Following the consummation of
the Offer, Purchaser intends to effect the Merger described below.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON FRIDAY, MARCH 30, 2001, UNLESS THE OFFER IS EXTENDED.
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THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE HAVING BEEN
VALIDLY TENDERED AND NOT WITHDRAWN BEFORE THE EXPIRATION DATE OF THE OFFER THAT
NUMBER OF SHARES WHICH REPRESENTS AT LEAST A MAJORITY OF THE OUTSTANDING SHARES
ON A FULLY DILUTED BASIS (THE "MINIMUM CONDITION"), THERE NOT HAVING OCCURRED A
MATERIAL ADVERSE CHANGE IN THE COMPANY OR ITS BUSINESS, AND THE EXPIRATION OR
TERMINATION OF THE WAITING PERIOD UNDER THE HART-SCOTT RODINO ANTITRUST
IMPROVEMENTS ACT OF 1976, AS AMENDED (THE "HSR ACT"). THE OFFER IS ALSO SUBJECT
TO THE SATISFACTION OF CERTAIN OTHER CONDITIONS SET FORTH IN THE OFFER TO
PURCHASE. SEE THE INTRODUCTION AND SECTIONS 1, 15 AND 16 OF THE OFFER TO
PURCHASE.
The Offer is not subject to any financing condition. Purchaser expects to
obtain all funds necessary for the Offer and the Merger through capital
contributions or advances to be made to Purchaser by Parent. Although the Offer
and the Merger are not subject to any financing condition, Parent intends to
obtain the funds for such capital contributions or advances primarily from a new
credit facility. See Section 9 of the Offer to Purchase.
The Offer is being made pursuant to the Agreement and Plan of Merger,
dated as of February 22, 2001 (as the same may be amended, the "Merger
Agreement"), by and among Parent, Purchaser and the Company. The purpose of the
Offer is for Parent, through Purchaser, to acquire a majority voting interest in
the Company as the first step in acquiring the entire equity interest in the
Company. The Merger Agreement provides that, among other things, Purchaser will
make the Offer and that as promptly as practicable after the purchase of Shares
pursuant to the Offer and subject to the satisfaction or waiver of certain
conditions set forth in the Merger Agreement, and in accordance with relevant
provisions of the Florida Business Corporation Act (the "FBCA"), Purchaser will
be merged with and into the Company, with the Company continuing as the
surviving corporation (the "Merger"), wholly owned by Parent. At the option of
Parent, the Merger may be structured so that the Company will be merged with and
into Purchaser or another direct or indirect wholly-owned subsidiary of Parent,
with Purchaser or such other subsidiary of Parent continuing as the surviving
corporation. At the effective time of the Merger (the "Effective Time"), each
Share issued and outstanding immediately prior to the Effective Time (other than
Shares held by Parent, Purchaser, any wholly-owned subsidiary of Parent or
Purchaser, in the treasury of the Company or by any wholly-owned subsidiary of
the Company, all of which will be cancelled), will be converted into the right
to receive the Share Offer Price in cash, without interest (the "Merger Price").
The Merger Agreement is more fully described in Section 11 of the Offer to
Purchase.
The Board of Directors of the Company (the "Company Board") has
unanimously (i) determined that the Merger Agreement, the Offer, the Merger and
the other transactions contemplated by the Merger Agreement are fair to,
advisable and in the best interests of the Company and the Company's
shareholders, (ii) approved the Merger Agreement, the Offer and the Merger and
(iii) resolved to recommend that the Company's shareholders accept the Offer and
approve and adopt the Merger Agreement and the Merger; provided, however, that
such recommendation and approval may be withdrawn, modified or amended to the
extent that the Company Board determines in good faith (after
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having consulted with outside legal counsel) that such action is necessary in
order for its directors to comply with their fiduciary duties to the
Company's shareholders under applicable law. For purposes of the Offer,
Purchaser will be deemed to have accepted for payment, and thereby purchased,
Shares validly tendered and not properly withdrawn as, if and when Purchaser
gives oral or written notice to the Depositary of Purchaser's acceptance of
such Shares for payment pursuant to the Offer. Payment for Shares so accepted
will be made by deposit of the Share Offer Price for those Shares with the
Depositary, which will act as paying agent for tendering shareholders for the
purpose of receiving payment from Purchaser and transmitting such payment to
validly tendering shareholders. If, for any reason whatsoever, acceptance for
payment of any Shares tendered pursuant to the Offer is delayed, or Purchaser
is unable to accept for payment Shares tendered pursuant to the Offer, then,
without prejudice to Purchaser's rights under Section 1 of the Offer to
Purchase, the Depositary may, nevertheless, on behalf of Purchaser, retain
tendered Shares, and such Shares may not be withdrawn, except to the extent
that the tendering shareholders are entitled to withdrawal rights as
described in Section 4 of the Offer to Purchase, and as otherwise required by
Rule 14e-1(c) of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
The Merger is subject to the satisfaction or waiver of certain conditions,
including, if required, the approval and adoption of the Merger Agreement by the
affirmative vote of the holders of a majority of the outstanding Shares. If
Parent, Purchaser or any other of Parent's other direct or indirect subsidiaries
shall acquire, in the aggregate, 80% or more of the outstanding Shares in the
Offer, Purchaser will effect the Merger pursuant to the short-form merger
provisions of the FBCA without obtaining the approval of any other shareholder
of the Company. If the Minimum Condition is satisfied, Purchaser would have
sufficient voting power to approve the Merger without the affirmative vote of
any other shareholder of the Company. The Company has agreed, if required, to
cause a meeting of its shareholders to be held following consummation of the
Offer for the purposes of considering and taking action upon the approval and
adoption of the Merger Agreement. Parent has agreed that it will vote, or cause
to be voted, all of the Shares then owned by it, Purchaser or any of its other
affiliates that it controls, in favor of the approval of the Merger and adoption
of the Merger Agreement.
Under no circumstances will interest be paid on the Share Offer Price,
regardless of any delay in making such payment. No interest will be paid on the
consideration to be paid in the Merger to shareholders who fail to tender their
Shares pursuant to the Offer, regardless of any delay in effecting the Merger or
making such payment. Payment for Shares tendered and accepted for payment
pursuant to the Offer will be made only after the timely receipt by the
Depositary of (i) the certificates evidencing such Shares (the "Share
Certificates") or confirmation of a book-entry transfer (a "Book-Entry
Confirmation") of such Shares into the Depositary's account at The Depository
Trust Company (the "Book-Entry Transfer Facility") pursuant to the procedures
set forth in Section 3 of the Offer to Purchase, (ii) a properly completed and
duly executed Letter of Transmittal (or a facsimile thereof), with any required
signature guarantees or, in the case of a book-entry transfer, an Agent's
Message (as defined in the Offer to Purchase) in lieu of the Letter of
Transmittal, and (iii) any other documents required by the Letter of
Transmittal. The term "Expiration Date" means 12:00 midnight New York City time,
on Friday, March 30, 2001, unless and until Purchaser, in accordance with the
Merger Agreement, extends the period during which the Offer is open. In that
event, the term "Expiration Date" means the latest time and date on which the
Offer, as so extended (other than any extension with respect to the Subsequent
Offering Period), expires.
Subject to the applicable rules and regulations of the Securities and
Exchange Commission (the "SEC") and the provisions of the Merger Agreement,
Purchaser may extend the Offer beyond the scheduled Expiration Date from time to
time, with or without the Company's consent, in the following events:
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(i) from time to time, if at any scheduled Expiration Date, any of the
conditions to the Offer are not satisfied or waived,
(ii) for any period required by any rule, regulation or interpretation of
the SEC or the staff thereof applicable to the Offer or any period required by
applicable law,
(iii) for an aggregate period not to exceed ten (10) business days (for
all such extensions), if all of the conditions to the Offer are satisfied or
waived but the number of Shares validly tendered and not withdrawn is
insufficient to result in Purchaser owning at least 80% of the then outstanding
number of Shares and Purchaser has agreed to irrevocably and expressly waive all
conditions to the Offer that may subsequently fail to be satisfied during such
an extension of the Offer, or
(iv) pursuant to an amendment to the Offer providing for a subsequent
offering period not to exceed 20 business days (a "Subsequent Offering Period")
to the extent permitted by the Exchange Act; provided, however, that the
Purchaser may not extend the Offer beyond June 27, 2001 unless the sole reason
the Offer shall not have been consummated by such date is that the applicable
waiting periods under the HSR Act shall not have expired or been terminated, in
which case the Offer may be extended until August 27, 2001.
In addition, if any of the conditions to the Offer are not satisfied or
waived on any scheduled Expiration Date of the Offer, then, if requested to by
the Company, Purchaser shall extend the Offer for a period of not more than 10
business days.
If all conditions to the Offer have been satisfied or waived, Purchaser
will accept for payment and pay for all Shares validly tendered and not
withdrawn promptly after the Expiration Date (which Shares may not thereafter be
withdrawn).
A Subsequent Offering Period is an additional period of time from three
business days to 20 business days in length, beginning after Purchaser purchases
Shares tendered in the Offer, during which shareholders may tender, but not
withdraw, their Shares and receive the Share Offer Price.
Any extension, delay, waiver, amendment or termination of the period
during which the Offer is open will be followed, as promptly as practicable, by
public announcement thereof. The announcement in the case of an extension will
be issued not later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration Date. During any such extension, all
Shares previously tendered and not withdrawn will remain subject to the Offer,
subject to the rights of a tendering shareholder to withdraw such shareholder's
Shares (except during any Subsequent Offering Period). Shares tendered pursuant
to the Offer may be withdrawn at any time prior to the Expiration Date.
Thereafter, such tenders are irrevocable, except as provided by law. No
withdrawal rights will apply to Shares tendered during a Subsequent Offering
Period and no withdrawal rights will apply during the Subsequent Offering Period
with respect to Shares tendered in the Offer and accepted for payment. See
Section 4 of the Offer to Purchase.
For a withdrawal of Shares to be effective, a written, telegraphic or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at its address set forth on the back cover of the Offer to Purchase.
Any notice of withdrawal must specify the name, address and taxpayer
identification number of the person who tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name of the registered holder of such
Shares, if different from that of the person who tendered the Shares. If
certificates for Shares to be withdrawn have been delivered or otherwise
identified to the Depositary, then, prior to the physical release of such
certificates, the serial numbers shown on such certificates must be submitted to
the Depositary and, unless such Shares have been tendered for the account of an
Eligible Institution (as defined in the Offer to Purchase), the signature on the
notice of withdrawal must be guaranteed by an Eligible Institution. If Shares
have been tendered pursuant to the procedures for book-entry transfer as set
forth in Section 3 of the Offer to Purchase, any notice of
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withdrawal must also specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by Purchaser, in its sole discretion,
and its determination will be final and binding on all parties. The information
required to be disclosed by Paragraph (d)(1) of Rule 14d-6 of the General Rules
and Regulations under the Exchange Act is contained in the Offer to Purchase and
is incorporated herein by reference. The Company has provided to Purchaser its
list of shareholders and security position listings for the purpose of
disseminating the Offer to holders of Shares. The Offer to Purchase, the related
Letter of Transmittal and other related materials are being mailed to record
holders of Shares and will be furnished to brokers, dealers, commercial banks,
trust companies and similar persons whose names, or the names of whose nominees,
appear on the shareholder list or, if applicable, who are listed as participants
in a clearing agency's security position listing, for subsequent transmittal to
beneficial owners of Shares. The Offer to Purchase and the related Letter of
Transmittal contain important information that should be read carefully before
any decision is made with respect to the Offer.
The receipt of cash for Shares pursuant to the Offer will be a taxable
transaction for U.S. federal income tax purposes. See Section 5 of the Offer to
Purchase for additional information. Questions and requests for assistance may
be directed to the Information Agent or the Dealer Manager at their respective
addresses or telephone numbers set forth below. Additional copies of the Offer
to Purchase, the Letter of Transmittal and all other tender offer materials may
be obtained from the Information Agent and will be furnished promptly at
Purchaser's expense. Purchaser will not pay any fees or commissions to any
broker or dealer or any other person (other than the Dealer Manager) for
soliciting tenders of Shares pursuant to the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
[MacKenzie Partners logo]
156 Fifth Avenue
New York, New York 10010
(212) 929-5500 (Call Collect)
E-mail: proxy@mackenziepartners.com
or
Call Toll-Free (800) 322-2885
THE DEALER MANAGER FOR THE OFFER IS:
[Rothschild Logo]
ROTHSCHILD INC.
1251 Avenue of the Americas
New York, New York 10020
Call Toll-Free: (800) 753-5151 (Ext. 3611)
In New York City call: (212) 403-3611
March 5, 2001
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Dates Referenced Herein and Documents Incorporated by Reference
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