Tender-Offer Statement — Third-Party Tender Offer — Schedule 14D-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC 14D1 Tender-Offer Statement -- Third-Party Tender Offer 5 29K
2: EX-99.(A)(1) Offer to Purchase 39 215K
3: EX-99.(A)(2) Letter of Transmittal 11 54K
4: EX-99.(A)(3) Form of Letter, Dated 05/04/99, to Brokers, 3 16K
Dealer
5: EX-99.(A)(4) Form of Letter to Clients 3 18K
6: EX-99.(A)(5) Press Release, Dated 04/28/99 4 18K
7: EX-99.(A)(6) Form of Newspaper Advertisement, Dated 05/04/99 4 22K
8: EX-99.(A)(7) Notice of Guaranteed Delivery 3 15K
9: EX-99.(A)(8) Irs Guidelines to Substitute Form W-9 3 18K
10: EX-99.(B)(1) Agreement, Dated 04/27/98 78 234K
11: EX-99.(B)(2) Syndication Agreement Dated 06/23/98 14 38K
12: EX-99.(C)(1) Agreement and Plan of Merger 58 251K
13: EX-99.(C)(2) First Amendment to Agreement and Plan of Merger 3 11K
14: EX-99.(G)(1) Ti Group Plc's Annual Report Dec 1997 84 362K
15: EX-99.(G)(2) Ti Group Plc's Annual Report Dec 1998 114 448K
EX-99.(A)(6) — Form of Newspaper Advertisement, Dated 05/04/99
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EXHIBIT (A)(6)
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 solely
by the Offer to Purchase dated May 4, 1999 and the related Letter of Transmittal
and any amendments or supplements thereto, 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. In any jurisdiction where the securities, blue sky or other laws
require the Offer to be made by a licensed broker or dealer, the Offer will be
deemed to be made on behalf of Purchaser (as defined below) by Warburg Dillon
Read LLC ("Dealer Manager") or one or more registered brokers or dealers that
are 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 Rights to Purchase Series A Junior
Participating Preferred Stock)
of
WALBRO CORPORATION
at
$20 Net Per Share
by
TI AUTOMOTIVE SYSTEMS, INC.
an indirect wholly-owned subsidiary of
TI GROUP PLC
TI Automotive Systems, Inc., a Delaware corporation ("Purchaser") and an
indirect wholly-owned subsidiary of TI Group plc, a company organized under the
laws of England and Wales ("Parent"), hereby offers to purchase all of the
outstanding shares of common stock, par value $.50 per share (the "Common
Stock") and the associated rights to purchase Series A Junior Participating
Preferred Stock (the "Rights" and, together with the Common Stock, the
"Shares"), of Walbro Corporation, a Delaware corporation (the "Company"), at $20
per Share, net to the seller in cash (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase and in the related
Letter of Transmittal (which, together with any amendments or supplements
thereto, collectively constitute the "Offer"). Tendering stockholders will not
be obligated to pay brokerage fees or commissions or, subject to Instruction 6
of the Letter of Transmittal, transfer taxes on the purchase of Shares by
Purchaser pursuant to the Offer. The purpose of the Offer is to acquire for cash
as many outstanding Shares as possible as a first step in acquiring the entire
equity interest in the Company. Following the consummation of the Offer,
Purchaser intends to effect the Merger described below.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (1) THERE BEING AT LEAST A
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MAJORITY OF THE OUTSTANDING SHARES OF COMMON STOCK ON A FULLY DILUTED BASIS
BEING VALIDLY TENDERED PRIOR TO THE EXPIRATION OF THE OFFER AND NOT WITHDRAWN,
(2) ANY WAITING PERIOD UNDER THE HART-SCOTT-RODINO ANTITRUST IMPROVEMENTS ACT OF
1976, AS AMENDED, AND THE REGULATIONS THEREUNDER, AND ANY EUROPEAN ANTITRUST
LAWS APPLICABLE TO THE PURCHASE OF SHARES PURSUANT TO THE OFFER HAVING EXPIRED
OR BEEN TERMINATED AND (3) APPROVAL UNDER ANY APPLICABLE EUROPEAN ANTITRUST LAWS
HAVING BEEN OBTAINED. CERTAIN OTHER CONDITIONS TO CONSUMMATION OF THE OFFER ARE
DESCRIBED IN SECTION 15 OF THE OFFER TO PURCHASE.
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as
of April 27, 1999, as amended by the First Amendment thereto dated as of May 3,
1999 (the "Merger Agreement"), among the Company, Parent and Purchaser, pursuant
to which, after the completion of the Offer, Purchaser will be merged with and
into the Company and each issued and outstanding Share (other than any Shares
held in the Company's treasury or beneficially owned by Parent or Purchaser or
Shares, if any, that are held by stockholders who properly exercise and perfect
appraisal rights pursuant to Section 262 of the Delaware General Corporation
Law) shall, by virtue of the Merger and without any action on the part of the
Company, Parent, Purchaser or the holder thereof, be converted into the right to
receive, without interest, the Offer Price (the "Merger"). As a result of the
Merger, the Company will become an indirect wholly-owned subsidiary of Parent.
The Merger Agreement is more fully described in Section 12 of the Offer to
Purchase.
The Board of Directors of the Company has unanimously determined that
each of the Merger Agreement, the Offer and the Merger are fair to and in the
best interests of the Company's stockholders and has unanimously approved the
Merger Agreement and the transactions contemplated thereby (including the Offer
and the Merger) and unanimously recommends that the Company's stockholders
accept the Offer, tender their Shares to Purchaser and approve and adopt the
Merger Agreement and the Merger. For purposes of the Offer, Purchaser will be
deemed to have accepted for payment Shares validly tendered and not withdrawn
as, if and when Purchaser gives oral or written notice to Citibank, N.A. (the
"Depositary") of its acceptance for payment of such Shares pursuant to the
Offer. Payment for Shares accepted for payment pursuant to the Offer will be
made by deposit of the Offer Price therefor with the Depositary, which will act
as agent for the tendering stockholders for the purpose of receiving payments
from Purchaser and transmitting such payments to the tendering stockholders.
Under no circumstances will interest on the Offer Price for Shares be paid,
regardless of any delay in making such payment.
In all cases, payment for Shares accepted for payment pursuant to the Offer will
be made only after timely receipt by the Depositary of (a) certificates for such
Shares or a timely confirmation of the book-entry transfer of such Shares into
the Depositary's account at a Book-Entry Transfer Facility (as defined in the
Offer to Purchase), pursuant to the procedures set forth in Section 3 of the
Offer to Purchase, (b) a Letter
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of Transmittal (or facsimile thereof), properly
completed and duly executed, with any required signature guarantees or an
Agent's Message (as defined in the Offer to Purchase) in connection with a
book-entry transfer and (c) any other documents required by the Letter of
Transmittal.
Subject to the terms of the Merger Agreement and applicable rules and
regulations of the Securities and Exchange Commission, Purchaser expressly
reserves the right, in its sole discretion, at any time or from time to time, to
extend the period of time during which the Offer is open by giving oral or
written notice of such extension to the Depositary. Any such extension will also
be publicly announced by press release issued no later than 9:00 A.M., New York
City time, on the next business day after the previously scheduled expiration
date of the Offer. 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. Except as otherwise
provided in Section 4 of the Offer to Purchase, 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 of the Offer and, unless
theretofore accepted for payment by Purchaser pursuant to the Offer, may also be
withdrawn at any time after July 2, 1999.
For a withdrawal to be effective, a written, telegraphic, telex or facsimile
transmission notice of withdrawal must be timely received by the Depositary at
one of its addresses set forth on the back cover of 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 names
in which the certificate(s) evidencing the Shares to be withdrawn are
registered, if different from that of the person who tendered such Shares. The
signature(s) on the notice of withdrawal must be guaranteed by an Eligible
Institution (as defined in the Offer to Purchase), unless such Shares have been
tendered for the account of any Eligible Institution. If Shares have been
tendered pursuant to the procedures for book-entry tender as set forth in
Section 3 of the Offer to Purchase, any notice of withdrawal must specify the
name and number of the account at a Book-Entry Transfer Facility to be credited
with the withdrawn Shares. If certificates for Shares to be withdrawn have been
delivered or otherwise identified to the Depositary, the name of the registered
holder and the serial numbers of the particular certificates evidencing the
Shares to be withdrawn must also be furnished to the Depositary prior to the
physical release of such certificates. None of Parent, Purchaser, the Dealer
Manager, the Depositary, the Information Agent (listed below), or any other
person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give such notification. Any Shares properly withdrawn will be deemed not to have
been validly tendered for purposes of the Offer. However, withdrawn Shares may
be retendered by following one of the procedures described in Section 3 of the
Offer to Purchase at any time prior to the expiration of the Offer.
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The information required to be disclosed by paragraph (e)(1)(vii) of Rule 14d-6
of the General Rules and Regulations 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
list and security position listings for the purpose of disseminating the Offer
to holders of Shares. The Offer to Purchase and the Letter of Transmittal and,
if required, other relevant materials, will be mailed by Purchaser to record
holders of Shares and will be furnished by Purchaser to brokers, dealers, 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 Letter of Transmittal contain important
information which should be read carefully before any decision is made with
respect to the Offer.
Questions and requests for assistance may be directed to the Information Agent
or to the Dealer Manager at their respective addresses and telephone numbers set
forth below. Requests for additional copies of the Offer to Purchase and the
related Letter of Transmittal may be directed to the Information Agent or to
brokers, commercial banks, trust companies or the Dealer Manager. Such
additional copies will be furnished at Purchaser's expense. Purchaser will not
pay any fees or commissions to any broker or dealer or any other person (other
than the Depositary and the Information Agent) for soliciting tenders of Shares
pursuant to the Offer. All questions as to the form and validity (including time
of receipt) of any notice of withdrawal will be determined by Purchaser, in its
sole discretion, which determination shall be final and binding.
The Information Agent for the Offer is:
[Innisfree logo]
501 Madison Avenue, 20th Floor
New York, New York 10022
Call Toll-Free: (888) 750-5834
Banks and Brokers Call: (212) 750-5833 (Collect)
The Dealer Manager for the Offer is:
Warburg Dillon Read LLC
299 Park Avenue
New York, New York 10171
(212) 821-2875
May 4, 1999
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Dates Referenced Herein and Documents Incorporated by Reference
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