This Amendment No. 2 to the Schedule 14D-9 (this “
Amendment No. 2”) amends and
supplements the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the
Securities and Exchange Commission (the “
SEC”) on
March 15, 2010, as amended and
supplemented by Amendment No. 1 thereto filed with the SEC on
March 31, 2010 (the “
Schedule
14D-9”), by Craftmade International, Inc., a Delaware corporation (the “
Company”). The
Schedule 14D-9 was filed in relation to the unsolicited tender offer by Litex Acquisition #1, LLC
(“
Purchaser”), a Texas limited liability company and wholly owned subsidiary of Litex
Industries, Limited, a Texas limited partnership (“
Litex”), to purchase all of the
outstanding shares of the Company’s common stock, par value $0.01 per share, including the
associated preferred stock purchase rights, in exchange for $5.25 per share, net to the seller in
cash (less any applicable withholding taxes and without interest), and on the terms and subject to
the conditions described in the Purchaser’s Tender Offer Statement on Schedule TO originally filed
with the SEC on
March 2, 2010, as amended.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains
unchanged and is
incorporated herein by reference as relevant to the items in this Amendment No. 2.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule
14D-9.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following
exhibits immediately after exhibit (a)(6):
