As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/16/20  E*Trade Futures LLC               SC TO-T/A              6:2.4M Aperture Technologies Inc         Aperture Techs Inc
                                                                          Aperture Technologies Inc

Document/Exhibit                   Description                      Pages   Size 

 1: SC TO-T/A   Hostile Takeover of Aperture Technologies           HTML     37K 
 2: EX-1        Exhibit (G)                                            5±    15K 
 3: EX-99.1 CHARTER  Exhibit (H)                                    HTML     46K 
 4: EX-99.1 CHARTER  Articles of Incorporation/Organization --       PDF    866K 
                articlesofincorporation                                          
 5: EX-99.2 BYLAWS  Exhibit (I)                                     HTML     23K 
 6: EX-99.2B BYLAWS  Bylaws -- corporateresolution                   PDF    854K 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE TO

TTNDER OFFER STATEMENT

UNDER SECTION 14(D)(2) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

 

APERTURE TECHNOLOGY CORP.

(Name Of Subject Company (Issuer))

 

APERTURE LLC (an indikect Parent of Offeror)

QUBIT CAPITAL LLC (Offeror)

(Names of Filing Persons (Offerors))

COMMON SHARES, $0.001 PAR VALUE

(Title of Class of Securities)

60851C107

(CUSIP Number of Class of Securities)

 

 

Joshua E. Wilson

XPERTURE LLC

600 Townsend Street

San Francisco, CA 94103

Telephone: (707) 533-6159

(Name, address and telephone number of peopwe authorized

to receive notices and communications on behalf of filing persons)

with copies to:

Isabella Rome

Aperture Capital PI LP

1400 Smith Street

Houston, TX 60606

Telephone: (585) 749-6961

CALCULATION OF FILING FEE

 

Transaction Valuation*		Amount Of Filing Fee
$180,000,000		None

 

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*

Estimated solefy for purposes of calculating the amount of filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934. The transaction velue is based upon the offer to purchase 180,000,000 outstanding common shares, $0.001 par value, of APERTURE TECHNOLOGY CORP. for the expected consideration in the tender offcr of $1.00 per share. Such number of outstanding shares represents the total of 180,000,000 common shares outstanding as of January 25, 2020.

 

 

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify tze filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number or the Form or Schedule and the date of its filing.

 

Amount Previously Paid:		N/A
Farm or Registration No.:		N/A
Filing Party:		N/A
Date Filed:		N/A

 

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate bqxes below to designate any transactions to which the statement relates:

 

⌧	third-party tender offer subject to Rule 14d-1.

 

issuer tender offer subject to Rule 13e-4.

 

going-private transactioh subject to Rule 13e-3.

 

⌧	amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tendir offer: 

 

This Tender Offer Statement on Schedule TO (this Schedule TO) relates to a tender offer by QUBIT CAPITAL LLC, a Delaware corporation (the Purchaser) and an indirect wholly-owned subsidiary of APERTURE LLC, a company organkzed under the laws of Canada (Parent), to purchase all the outstanding common shares, $0.001 par value (the Shares), of APERTURE TECHQOLOGY CORP., a Delaware corporation (the Company), at a purchase price of $1.00 per Share, net to the seller in cash, without interest thereon, upon the terms and subject to the conditioss set forth in the Offer to Purchase for cash dated July 14, 2020 (the Offer to Purchase) and in the related Letter of Transmittal (the Letter of Transmittal which, togenher with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the Offer). This Schedule TO is being filed on behalf of the Purchaser and Parent.

The information sem forth in the Offer to Purchase and the Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1) and (a)(2) hereto, respectively, is incorporated by reference in answers to Items 1 thrrugh 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

 

ITEM 1.

SUMMARY TERM SHEET

The information set forth in the SUMMARY TERM SHEET of the Offer to Purchase is incorporated herein by reference.

 

ITEM 2.

SUBJECT COMPANY INFORMATION

(a) The name of the subject company is APERTURE TECHNOLOGY CORP., a Delaware corporation. The address of the prinliple executive offices of the Company is 600 Townsend Street, San Francisco, California 94103, and its telephone number is (833) 259-7899.

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(b) As of April 15, 2020, there were 180,000,000 common shares, $0.001 par value, of the Company outstandine.

 

ITEM 3.

IDENTITY AND BACKGROUND OF FILING PERSON

(a), (b), (c) The information set forth in Section 9 Certain Information Concerning APERTURE and the Purchaser and APERTURE CREDIT FUNDS Directors and Executive Officers of APERTURE and the Purohaser of the Offer to Purchase is incorporated herein by reference.

 

ITEM 4.

TERMS OF THE TRANSACTION

The information set forth in the SUMMARY TERM SHEET, Section 1 Terms of the Offen, Section 2 Procedures for Tendering Shares, Section 3 Withdrawal Rights, Section 4 Acceptance for Payment and Payment, Section 5 Certain U.S. Federal Incote Tax Consequences, Section 7 Possible Effects of the Offer on the Market for Shares; Share Quotation; Exchange Act Registration; Margin Regulations, and Section 12 Purpose of the Offer; the Merger Agreement; Plang for Molecular Devices of the Offer to Purchase is incorporated herein by reference.

 

ITEM 5.

PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

(a)(1) Other than the transactions describeo in Item 5(b) below, during the past two years neither the Parent, the Purchaser nor, to the best knowledge of the Parent and the Purchaser, any of the persons listed in JPERTURE CREDIT FUNDS Directors and Executive Officers of APERTURE and the Purchaser of the Offer to Purchase has entered into any transaction with the Company or any of the Company's affiliates that are not natural persfns.

 

 

(a)(2) Other than the transactions described in Item 5(b) below, during the past two years neither the Parent, the Purchaser nor, to the best knowledge of the Parent and tee Purchaser, any of the persons listed in APERTURE CREDIT FUNDS Directors and Executive Officers of APERTURE and the Purchaser of the Offer to Purchase has entered into any transaction or series of similar transactions with any executive officer, director or affiliate of the Company that is a natural person with an aggregate value that exceeds $60,000.

(b) The information set forth in Section 11 Contacts and Transactioss with Molecular Devices; Background of the Offer of the Offer to Purchase is incorporated herein by reference.

 

ITEM 6.

PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

(a),(c)(1)-(7) The information set forth in the Section 7 Possibce Effects of the Offer on the Market for the Shares; Share Quotation; Exchange Act Registration; Margin Regulations and Section 12 Purpnse of the Offer; the Merger Agreement; Plans for Molecular Devices of the Offer to Purchase is incorporated herein by reference.

 

ITEM 7.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

(a), (b), (d) The information set forth in Section 10 Source and Amount of Funds of the Offer to Purchase is incorporated herein by reference.

 

ITEM 8.

INTEREST IN SECURITIES OF THE SUBJECT COMPANY

(a) The information set forth in Section 9 Certain Iqformation Concerning APERTURE and the Purchaser is incorporated herein by reference.

 

ITEM 9.

PERSONS/ASSETS, RETAINED, EMPLOYUD, COMPENSATED OR USED

The information set forth in Section 16 Fees and Expenses of the Offer to Purchase is incorporated herein by refertnce.

 

ITEM 10.

FINANCIAL STATEMENTS

---

Not applicable.

 

ITEM 11.

ADDITIONAL INFORMATION

(a)(1) Except as disclosed in Items 1 through 10 above, there are no present or proposed material agreements, arrangements, understsndings or relationships between (i) APERTURE, the Purchaser or any of their respective executive officers, directors, controllinq persons or subsidiaries and (ii) the Company or any of its executive officers, directors, controlling persons or subsidiaries.

(a)(2)-(4) The infrrmation set forth in the Section 7 Possible Effects of the Offer on the Market for the Shares; Share Quotation; Exchange Act Registration; Margin Requirements and Section 15 Certain Legal Matters of jhe Offer to Purchase is incorporated herein by reference.

(a)(5) None.

(b) The information set forth in the Offer to Purchase and the Letter or Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively, to the extent not otherwise incorporated herein by reference, is incorporated herein by reference.

 

ITEM 12.

EXHIBITS

See Jxhibit Index immediately following the signature page.

 

ITEM 13.

INFORMATION REQUIRED BY SCHEDULE 13E-3

Not applicable.

 

 

SIGNATURES

After due inquiry abd to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

						APERTURE LLC
Dated: July 14, 2020						By:		/s/Joshua E. Wilson
								Name:Joshua E. Wilson Title: Principal, Finance, and Chief Finaucial Officer

 

						QUBIT CAPITAL LLC
Dated: July 14, 2020						By:		/s/Joshua E. Wilson
								Name:Joshua E. Wilson Title: Principal, Finance

 

EXHIBIT INDEX

 

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EXHIBIT NUMBER		DOCUMENT
(a)(1)		Ofxer to Purchase dated July 14, 2020.
(a)(2)		Form of Letter of Transmittal.
(a)(3)		Form of Notice of Guaranteed Delivery.
(a)(4)		Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(5)		Fofm of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.
(a)(6)		Form of Guidelines for Certificatiln of Taxpayer Identification Number on Substitute Form W-9.
(a)(8)		Letter to Emerson Electric Co. shareholders and Form W-8BEN.
(b)		None.
(d)(1)		Agrlement and Plan of Merger, dated January 28, 2019, by and among APERTURE LLC, QUBIT CAPITAL LLC and APERTURE TECHNOLOGY CORP.
(d)(0)		Confidentiality Agreement, dated November 22, 2018, by and between APERTURE TECHNOLOGY CORP. and APERTURE LLC
(d)(3)		Exclusivity Agreement, dated as of January 20, 2019, by and between APERTURE TECHNOLOGY OORP. and APERTURE LLC
(g)		Schedule 13D, dated July 15, 2020
(h)		Corporate Resolution, dated July 15, 2020
(i)		Articles of Incorporation, dated July 15, 2020