Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D1 Schedule 14D-1 Tender Offer Statement 8 36K
2: EX-99.A.1 Offer to Purchase, Dated October 2, 1998 38 213K
3: EX-99.A.2 Letter of Transmittal 12 63K
4: EX-99.A.3 Notice of Guaranteed Delivery 4± 15K
5: EX-99.A.4 Letter to Brokers,Dealers,Banks & Trust Co.'S 2 15K
6: EX-99.A.5 Letter to Clients 2 15K
7: EX-99.A.6 Guidleines for Certification 4± 16K
8: EX-99.A.7 Press Release Dated September 28, 1998 3 13K
9: EX-99.A.8 Press Release Dated October 2, 1998 1 9K
10: EX-99.A.9 Summary Advertisement 4 20K
11: EX-99.C.1 Agreement and Plan of Merger 70 202K
12: EX-99.C.2 Confidentiality Agreement 11 36K
EX-99.A.9 — Summary Advertisement
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EXHIBIT A (9)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell Shares. The Offer is made solely by the Offer to Purchase, dated October
2, 1998, and the related Letter of Transmittal, and is being made to all holders
of Shares. The Offer is not being made to (nor will tenders be accepted from or
on behalf of) holders of Shares in any jurisdiction in which the making of the
Offer or the acceptance thereof would not be in compliance with the laws of such
jurisdiction or any administrative or judicial action pursuant thereto. In any
jurisdiction 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 New HIAC II Corp. by one or more registered brokers or dealers
licensed under the laws of such jurisdiction.
Notice of Offer to Purchase for Cash
All of the Outstanding Shares of Common Stock
(Including the Associated Preferred Stock Purchase Rights)
of
Galoob Toys, Inc.
at
$12.00 Net Per Share
by
New HIAC II Corp.
a Wholly Owned Subsidiary of
Hasbro, Inc.
New HIAC II Corp., a Delaware corporation ("Purchaser") and a wholly owned
subsidiary of Hasbro, Inc., a Rhode Island corporation ("Parent"), is offering
to purchase all of the outstanding shares of Common Stock, par value $0.01 per
share (the "Common Stock"), including the associated preferred stock purchase
rights issued pursuant to a Rights Agreement (as defined in the Offer to
Purchase) (the "Rights" and, together with the Common Stock, the "Shares") of
Galoob Toys, Inc., a Delaware corporation (the "Company"), at a price of $12.00
per Share, net to the seller in cash, without interest thereon, upon the terms
and subject to the conditions set forth in the Offer to Purchase dated October
2, 1998 (the "Offer to Purchase") and in the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON FRIDAY, OCTOBER 30, 1998, UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, there being validly
tendered and not withdrawn prior to the Expiration Date (as defined in the Offer
to Purchase) that number of Shares which, when added to the Shares beneficially
owned by Parent or Purchaser (if any), represents at least a majority of the
Shares outstanding on a fully diluted basis (excluding the Warrants (as defined
in the Offer to Purchase)) on the date Shares are accepted for payment. The
Offer is also subject to the other conditions set forth in the Offer to
Purchase. See Section 14 of the Offer to Purchase.
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of September 27, 1998 (the "Merger Agreement"), by and among Parent,
Purchaser and the Company. The Merger Agreement provides that, as soon as
practicable after the completion of the Offer and satisfaction or waiver, if
permissible, of all conditions
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contained in the Merger Agreement, and in accordance with the General
Corporation Law of the State of Delaware (the "DGCL"), Purchaser will be merged
with and into the Company (the "Merger"). Following the consummation of the
Merger, the Company will continue as the surviving corporation and will be a
wholly owned subsidiary of Parent. At the effective time of the Merger (the
"Effective Time"), each Share then outstanding (other than Shares held by the
Company or any of its subsidiaries, in the treasury of the Company, or by
Parent, Purchaser or any other subsidiary of Parent or any of its subsidiaries
including Purchaser and stockholders who properly perfect their dissenters'
rights under the DGCL) will be converted into the right to receive $12.00 in
cash or any higher price per Share paid in the Offer, without interest.
The Board of Directors of the Company has unanimously approved the
Merger Agreement and the transactions contemplated thereby, including the Offer
and the Merger, and has unanimously determined that the Offer and the Merger
are fair to, and in the best interests of, the Company's Stockholders and
unanimously recommends that stockholders accept the Offer and tender their
Shares pursuant to the Offer.
For purposes of the Offer, Purchaser will be deemed to have accepted
for payment, and thereby purchased, Shares properly tendered to Purchaser and
not withdrawn as, if and when Purchaser gives oral or written notice to the
Depositary (as defined in the Offer to Purchase) of its acceptance for payment
of such Shares. Upon the terms and subject to the conditions of the Offer,
payment for Shares accepted for payment pursuant to the Offer will be made by
deposit of the purchase price therefor with the Depositary, which will act as
agent for tendering stockholders for the purpose of receiving payment from
Purchaser and transmitting payment to tendering stockholders. In all cases,
payment for Shares accepted for payment pursuant to the Offer will be made only
after timely receipt by the Depositary of (i) certificates for such Shares (or
a confirmation of a book-entry transfer of such Shares into the Depositary's
account at the Book-Entry Transfer Facility (as defined in the Offer to
Purchase)), (ii) a Letter of Transmittal (or facsimile thereof), properly
completed and duly executed, 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), and (iii) any other documents required by the Letter of Transmittal.
The per Share consideration paid to any stockholder pursuant to the Offer will
be the highest per Share consideration paid to any other stockholder pursuant
to the Offer. Under no circumstances will interest be paid on the purchase
price to be paid by Purchaser for such Shares, regardless of any extension of
the Offer or any delay in making such payment.
The term "Expiration Date" shall mean 12:00 Midnight, New York City
time, on Friday, October 30, 1998, unless and until Purchaser (in accordance
with the terms of the
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Merger Agreement), shall have extended the period of time during which the Offer
is open, in which event the term "Expiration Date" shall mean the latest time
and date at which the Offer, as so extended by Purchaser shall expire. Subject
to the applicable rules and regulations of the Securities and Exchange
Commission and to applicable law, Purchaser expressly reserves the right, in its
sole discretion (subject to the terms of the Merger Agreement), at any time and
from time to time, to extend for any reason the period of time during which the
Offer is open, including the occurrence of any of the events specified in
Section 14 of the Offer to Purchase, by giving oral or written notice of such
extension to the Depositary; provided, however, that Purchaser cannot extend the
Offer beyond March 1, 1999 without the consent of the Company. Any such
extension will be followed by a public announcement thereof by no 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
right of a tendering stockholder to withdraw such stockholder's Shares. Without
limiting the manner in which Purchaser may choose to make any public
announcement, Purchaser will have no obligation to publish, advertise or
otherwise communicate any such announcement other than by issuing a press
release to the Dow Jones News Service or otherwise as may be required by
applicable law.
Except as otherwise provided below, tenders of Shares made pursuant to the
Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at
any time prior to the Expiration Date and, unless theretofore accepted for
payment pursuant to the Offer, may also be withdrawn at any time after December
1, 1998, or such later time as may apply if the Offer is extended. For a
withdrawal to be effective, a written, telegraphic or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth in the Offer to Purchase. Any such notice of withdrawal must
specify the name of the person having tendered the Shares to be withdrawn, the
number of Shares to be withdrawn and the name of the registered holder of the
Shares to be withdrawn, if different from the name of the person who tendered
the Shares. If certificates evidencing such 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 signatures on the notice of withdrawal must be guaranteed by an Eligible
Institution. If Shares have been delivered pursuant to the procedures for
book-entry transfer set forth in Section 3 of the Offer to Purchase, any notice
of withdrawal must also specify the name and number of the account at the
Book-Entry Transfer Facility to be credited with the withdrawn Shares and
otherwise comply with the Book-Entry Transfer Facility's procedures. Withdrawals
of tenders of Shares may not be rescinded, and any Shares properly withdrawn
will thereafter be deemed not validly tendered for purposes of the Offer.
However, withdrawn Shares may be retendered by again following one of the
procedures described in Section 3 of the
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Offer to Purchase at any time prior to the Expiration Date. 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, whose determination will be
final and binding.
The information required to be disclosed by paragraph (e)(1)(vii) of Rule
14d-6 under the Securities Exchange Act of 1934, as amended, is contained in the
Offer to Purchase and is incorporated herein by reference.
The Company has provided Purchaser with the Company's stockholder lists 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
relevant documents will be mailed to record holders of Shares whose names appear
on the stockholder list, 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 Company's stockholder lists, 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 and should be read carefully before any decision is made
with respect to the Offer.
Questions and requests for assistance or additional copies of the Offer to
Purchase, Letter of Transmittal and other tender offer documents may be directed
to the Information Agent (as defined in the Offer to Purchase), at its address
and telephone number set forth below, and copies will be furnished promptly at
Purchaser's expense. Neither of Parent or Purchaser will pay any fees or
commissions to any broker or dealer or other person other than the Information
Agent for soliciting tenders of Shares pursuant to the Offer.
The Information Agent for the Offer is:
D.F. King & Co., Inc.
77 Water Street
New York, New York 10005
Call Toll Free: (800) 755-3107
October 2, 1998
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Dates Referenced Herein and Documents Incorporated by Reference
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