Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D1 Amay Asia Pacific Ltd./New Aap Limited SC 14D1 7 36K
2: EX-99.A.1 Exhibit (A)(1) 67 356K
11: EX-99.A.10 Exhibit (A)(10) 2 12K
12: EX-99.A.11 Exhibit (A)(11) 2± 11K
13: EX-99.A.12 Exhibit (A)(12) 3± 18K
14: EX-99.A.13 Exhibit (A)(13) 1 10K
15: EX-99.A.14 Exhibit (A)(14) 4 22K
3: EX-99.A.2 Exhibit (A)(2) 9 57K
4: EX-99.A.3 Exhibit (A)(3) 4 20K
5: EX-99.A.4 Exhibit (A)(4) 2 16K
6: EX-99.A.5 Exhibit (A)(5) 2± 12K
7: EX-99.A.6 Exhibit (A)(6) 4± 18K
8: EX-99.A.7 Exhibit (A)(7) 1 10K
9: EX-99.A.8 Exhibit (A)(8) 2 13K
10: EX-99.A.9 Exhibit (A)(9) 2 13K
16: EX-99.B.1 Exhibit (B)(1) 7 35K
17: EX-99.B.2 Exhibit (B)(2) 8 24K
18: EX-99.C.1 Exhibit (C)(1) 39 148K
19: EX-99.C.2 Exhibit (C)(2) 14 52K
20: EX-99.G Exhibit (G) 1 8K
21: EX-99.H Exhibit (H) 1 9K
EX-99.A.10 — Exhibit (A)(10)
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Exhibit (a)(10)
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To: All Amway Management and Employees
Subject: Tender Offer Announcement
Today, we announced the decision by the Van Andel and DeVos families to make a
cash tender offer for the shares of common stock of Amway Japan Limited and
Amway Asia Pacific, Ltd., that are not currently owned by the families. Details
about this offer are provided in the accompanying official news releases.
We recognize that this decision may come as a surprise to many of you and for
some investors this may be a disappointment. We believe it is important that
everyone understands that this offer represents a strategic business decision
intended to strengthen and grow our business in the long run. While the
announcement might seem to be relevant only to the shareholders of Amway Japan
Limited and Amway Asia Pacific, Ltd., this strategic decision and the bigger
picture of where Amway is headed into the 21st century are of vital importance
to all employees of Amway and its sister corporations.
The Offer
First, let us explain the tender offer itself. This is a fully financed offer at
a full and fair price. The shareholders will be offered a substantial premium,
in cash, to the current share price. And in fact, the offer price is higher than
the 52-week high of either company.
These offers have been approved by the independent members of the AJL Board and
the AAP Board. The Boards retained Goldman, Sachs & Co. and Cleary Gottlieb as
independent legal counsel, respectively, to the boards of Amway Asia Pacific and
Amway Japan. Morgan Stanley Dean Witter and J.P. Morgan are acting as global
advisors to the families, and Jones Day provided legal counsel to the families,
with respect to the tender offer.
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The Future
Let's now focus on what this means to the Amway business in Asia and worldwide.
With this offer we, are increasing our commitment to Amway's Asian businesses.
In fact, this commitment follows several other major investments in recent
years, including $300 million for a new headquarters building in Tokyo, Japan,
$200 million for a new distribution center in Hachioji, Japan, and $20 million
to upgrade the manufacturing plant in Guangzhou, China.
From a broader perspective, this is a strategic decision to give Amway the
flexibility it needs to succeed in the rapidly changing global marketplace.
Amway has a new, clear, powerful vision statement for its future: helping people
live better lives. Whether you are an IBO building a business, an employee
building a career, or a consumer using our products, it is our vision to help
people live better lives. This statement reflects a broader, more encompassing
vision than we have had before, it truly reflects the diverse nature of what
Amway means to all our various audiences.
This offer will allow Amway to take major steps toward achieving that vision.
Specifically, it will allow us to accelerate realignments in the financial and
operational areas of our business under a single, global corporate structure -
realignments that would be difficult to do under the current structure of public
and private Amway companies.
The transaction will also help Amway customize its support for individual
markets, allowing the company to better meet the differing needs and priorities
of each unique market.
The Communications
Amway is informing employees, distributors/IBOs, shareholders, the investment
community and the media about this offer in a number of ways.
ABN will provide information online, as will the website for Amway Japan
(www.ajl-amway.com) and the website for Amway Asia Pacific (www.aap-amway.com).
Shareholders, of course, will also receive detailed information. There will be
memos, such as this one, for employees, and we will be providing more
information in employee meetings and through other communications channels. A
variety of messages will also go out to Amway distributors/IBOs worldwide.
Last week we celebrated Amway's 40th anniversary - an outstanding
accomplishment. Today's announcement is an important step towards positioning
this business for growth in the 21st century. With the recent launch of Quixtar
and IMC, and the continued launch of outstanding, new products such as Magna B
loc Therapeutic Magnets and Ocean Essentials, this business has only scratched
the surface of what can be achieved around the world. We're confident that this
offer will enable us to make changes and commitments that will play an essential
part in strengthening the foundation for success already in place.
Steve Van Andel Dick DeVos
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