CERES, INC.
Filed by
LAND O LAKES INC
FORM SC TO-T/A
(Amended tender offer statement by Third Party)
Filed 08/01/16
Address
Telephone
CIK
Symbol
SIC Code
Fiscal Year
1535 RANCHO CONEJO BLVD.
THOUSAND OAKS, CA 91320
805-376-6500
0000767884
CERE
2020 - Dairy Products
08/31
http://www.edgar-online.com
© Copyright 2016, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
UNITED
STATES
SECURITIES
AND
EXCHANGE
COMMISSION
Washington,
D.C.
20549
SCHEDULE
TO/A
(Amendment
No.
4)
TENDER
OFFER
STATEMENT
UNDER
SECTION
14(D)(1)
OR
13(E)(1)
OF
THE
SECURITIES
EXCHANGE
ACT
OF
1934
Ceres,
Inc.
(Name
of
Subject
Company
(Issuer))
Roman
Merger
Sub,
Inc.
(Offeror)
a
wholly
owned
direct
subsidiary
of
Land
O’Lakes,
Inc.
(Direct
Parent
of
Offeror)
(Names
of
Filing
Persons)
Common
Stock,
$0.01
par
value
per
share
(Title
of
Class
of
Securities)
156773400
(CUSIP
Number
of
Class
of
Securities)
Peter
Janzen
Senior
Vice
President,
General
Counsel
and
Chief
Administrative
Officer
Land
O’Lakes,
Inc.
4001
Lexington
Ave.
N.
Arden
Hills,
MN
55126
(651)
375-2012
(Name,
address,
and
telephone
number
of
person
authorized
to
receive
notices
and
communications
on
behalf
of
filing
persons)
Copy to:
Jonathan
A.
Van
Horn
Dorsey
&
Whitney
LLP
50
S.
Sixth
Street,
Suite
1500
Minneapolis,
MN
55402
(612)
340-2600
CALCULATION
OF
FILING
FEE
Transaction
Valuation*
Amount
of
Filing
Fee**
$18,316,722.91
$1,844.49
*
Estimated solely for purposes of calculating the filing fee. The transaction value was calculated by adding the sum of (i) 26,889,858 issued and outstanding
shares of common stock, par value $0.01 per share (the “Common Shares”), of Ceres, Inc. (the “Company”), multiplied by the offer price of $0.40 per
Common Share; (ii) 2,916 Common Shares issuable pursuant to outstanding options with an exercise price less than the offer price of $0.40 per Common
Share, multiplied by $0.167, which is the offer price of $0.40 per Common Share minus the weighted average exercise price for such options of $0.233 per
Common Share; (iii) 7,162,292.74, the approximate aggregate amount of Black-Scholes payments payable to holders of certain warrants to purchase
Common Shares; and (v) 398 issued and outstanding shares of Series A-1 Convertible Preferred Stock, par value $0.01 per share (the “Preferred Shares”) of
the Company, multiplied by $1,000, which is the offer price of $0.40 per Common Share multiplied by 2,500. The foregoing figures have been provided by
the issuer to the offeror and are as of June 27, 2016.
**
The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal
Year 2016, issued August 27, 2015, by multiplying the transaction value by 0.0001007.
x
Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the 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: $1,844.49
Form or Registration No.: Schedule TO-T
Filing Party: Roman Merger Sub, Inc. and Land
O’Lakes, Inc.
Date Filed: July 1, 2015
¨
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
x
third-party tender offer subject to Rule 14d-1.
¨
issuer tender offer subject to Rule 13e-4.
¨
going-private transaction 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 tender offer. x
This Amendment No. 4 filed with the Securities and Exchange Commission on August 1, 2016 amends and supplements the Tender Offer Statement on
Schedule TO (together with any amendments and supplements, the “Schedule TO”) filed by Land O’Lakes, Inc., a Minnesota cooperative corporation (“Parent”),
and Roman Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Parent. The Schedule TO relates to the offer by Purchaser to
purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Common Shares”), of Ceres, Inc. a Delaware corporation (the
“Company”), at a purchase price of $0.40 per Common Share (the “Common Offer Price”) net to the seller in cash, without interest thereon and subject to any
required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 1, 2016 (as it may be amended or supplemented,
the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented, the “Letter of Transmittal,” and together with the Offer to
Purchase, the “Offer”), copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
All information contained in the Offer to Purchase (including Schedule I to the Offer to Purchase) and the accompanying Letter of Transmittal is hereby expressly
incorporated herein by reference in response to Items 1 through 9 and Item 11 of this Schedule TO, except that such information is hereby amended and
supplemented to the extent provided herein. All capitalized terms used in this Amendment No. 4 without definition have the meanings ascribed to them in the
Schedule TO.
Items 1 through 9 and Item 11.
Items 1 through 9 and Item 11 of the Schedule TO are hereby amended and supplemented as set forth below:
The Offer and withdrawal rights expired as scheduled at 12:00 midnight, New York City time, at the end of the day on July 29, 2016 (such date and time, the
“Expiration Time”), without being extended. The Depositary has advised that, as of the Expiration Time, 20,064,361 Common Shares had been validly
tendered and not properly withdrawn pursuant to the Offer, representing approximately 72.1% of the aggregate number of then issued and outstanding
Common Shares. In addition, the Depositary has advised that, as of the Expiration Time, 56,034 Common Shares had been tendered by Notice of Guaranteed
Delivery, representing approximately 0.2% of the aggregate number of then issued and outstanding Common Shares.
The number of Common Shares tendered pursuant to the Offer satisfies the Minimum Condition. All conditions to the Offer having been satisfied, Purchaser
has irrevocably accepted for payment all Common Shares that were validly tendered and not properly withdrawn pursuant to the Offer.
Following expiration of the Offer and acceptance for payment of the Common Shares, Purchaser had ownership sufficient to effect the Merger under
Section 251(h) of the DGCL without a vote of stockholders of the Company. Accordingly, the Purchaser effected the Merger on August 1, 2016 in which
Purchaser merged with and into the Company, with the Company surviving the Merger and continuing as a wholly owned subsidiary of Parent. In the
Merger, each Common Share issued and outstanding immediately prior to the effective time of the Merger was cancelled and automatically converted into
the right to receive an amount equal to the Common Offer Price, net to the seller in cash without interest thereon and subject to any required tax withholding,
other than (i) Common Shares held by the Company immediately prior to the Effective Time, (ii) Common Shares irrevocably accepted by Purchaser for
purchase in the Offer and (iii) Common Shares held by stockholders who properly exercise appraisal rights under Section 262 of the DGCL.
On August 1, 2016, the Company (i) notified the NASDAQ Stock Market LLC (“NASDAQ”) of the consummation of the Merger and (ii) requested that
NASDAQ (x) halt trading in the Common Shares for August 1, 2016 and suspend trading of the Common Shares effective August 1, 2016 and (y) file with
the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Common Shares under Section 12(b) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file with the SEC a certification on Form 15 under the
Exchange Act, requesting the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the
Common Shares.
The press release announcing the expiration and results of the Offer and the completion of the Merger, issued by Parent on August 1, 2016, is attached hereto
as Exhibit (a)(5)(iii) and is incorporated herein by reference.
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
Exhibit
No.
(a)(5)(iii)
* Filed herewith
Description
Press Release issued by Land O’Lakes, Inc., dated as of August 1, 2016.*
SIGNATURES
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: August 1, 2016
Roman
Merger
Sub,
Inc.
By:
/s/ Barry Wolfish
Name: Barry Wolfish
Title: Director
Land
O’Lakes,
Inc.
By:
/s/ Peter Janzen
Name: Peter Janzen
Title: Senior Vice President, General Counsel and Chief
Administrative Officer
EXHIBIT
INDEX
Exhibit
No.
Description
(a)(1)(i)
Offer to Purchase dated July 1, 2016 (incorporated by reference to the Schedule TO filed by Land O’Lakes, Inc. and Roman Merger Sub, Inc.
on July 1, 2016).
(a)(1)(ii)
Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9) (incorporated by
reference to the Schedule TO filed by Land O’Lakes, Inc. and Roman Merger Sub, Inc. on July 1, 2016).
(a)(1)(iii)
Notice of Guaranteed Delivery (incorporated by reference to the Schedule TO filed by Land O’Lakes, Inc. and Roman Merger Sub, Inc. on
July 1, 2016).
(a)(1)(iv)
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to the Schedule TO filed by
Land O’Lakes, Inc. and Roman Merger Sub, Inc. on July 1, 2016).
(a)(1)(v)
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to the
Schedule TO filed by Land O’Lakes, Inc. and Roman Merger Sub, Inc. on July 1, 2016).
(a)(1)(vi)
Summary Advertisement dated July 1, 2016 (incorporated by reference to the Schedule TO filed by Land O’Lakes, Inc. and Roman Merger
Sub, Inc. on July 1, 2016).
(a)(5)(i)
Joint Press Release issued by Ceres, Inc. and Land O’Lakes, Inc., dated as of June 17, 2016 (incorporated by reference to the Schedule TO
filed by Land O’Lakes, Inc. on June 17, 2016).
(a)(5)(ii)
Presentation to Ceres, Inc. employees on June 17, 2016 (incorporated by reference to the Schedule TO filed by Land O’Lakes, Inc. on June
17, 2016).
(a)(5)(iii)
Press Release issued by Land O’Lakes, Inc., dated as of August 1, 2016.*
(b)
Not applicable.
(d)(1)
Agreement and Plan of Merger, dated as of June 16, 2016, among Ceres, Inc., Roman Merger Sub, Inc. and Land O’Lakes, Inc. (incorporated
by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Ceres, Inc. with the SEC on June 17, 2016).
(d)(2)
Form of Tender and Support Agreement (incorporated by reference to Exhibit A to Exhibit 2.1 to the Current Report on Form 8-K filed by
Ceres, Inc. with the SEC on June 17, 2016).
(d)(3)
Confidentiality Agreement, dated February 24, 2016, between Land O’Lakes, Inc. and Ceres, Inc. (incorporated by reference to Exhibit (e)(7)
to the Schedule 14D-9 filed by Ceres, Inc. with the SEC on July 1, 2016).
(d)(4)
Exclusivity Agreement, dated as of May 17, 2016, between Land O’Lakes, Inc. and Ceres, Inc. (incorporated by reference to Exhibit (e)(8) to
the Schedule 14D-9 filed by Ceres, Inc. with the SEC on July 1, 2016).
(g)
Not applicable.
(h)
Not applicable.
* Filed herewith
Exhibit
(a)(5)(iii)
For more information: Rebecca Lentz, (651) 375-5949
Land
O’Lakes,
Inc.
Completes
Acquisition
of
Ceres,
Inc.
ARDEN HILLS, Minn.— Aug. 1, 2016 —
Land O’Lakes, Inc. today completed its previously announced acquisition of Ceres, Inc. (NASDAQ: CERE) (“Ceres”).
Ceres will become part of Land O’Lakes’ forage business unit currently comprised of Forage Genetics International (FGI). The transaction brings new advanced
plant breeding and biotechnology to FGI’s research and development pipeline, creates the potential to bring new forage traits to market faster and places the
business in position to expand the portfolio to become a holistic forage provider to its customers.
FGI has significant expertise in field testing, product development and regulatory approval of traits. Ceres has excelled in the discovery and laboratory testing of
new forage traits. Combining Ceres and FGI is a joining of complementary strengths and capabilities designed to accelerate the path to creating new forage
solutions for farmers globally.
Roman Merger Sub, Inc., a wholly owned subsidiary of Land O’Lakes, commenced a tender offer for all the outstanding shares of Ceres common stock at a price
of $0.40 per share, net to the seller in cash, without interest thereon and less any required withholding taxes, on July 1, 2016. The tender offer expired at 12:00
midnight, Eastern Time, at the end of Friday, July 29, 2016, and was not extended. The depositary for the tender offer advised Land O’Lakes and Roman Merger
Sub, Inc. that, as of the expiration of the tender offer, a total of 20,064,361 shares of common stock were validly tendered and not withdrawn in the tender offer,
representing a total of approximately 72.1% of Ceres’ outstanding shares of common stock (excluding shares tendered pursuant to guaranteed delivery procedures
but not yet delivered). In addition, notices of guaranteed delivery have been delivered with respect to 56,034 shares. Roman Merger Sub, Inc. irrevocably accepted
for payment all shares of Ceres common stock validly tendered in the tender offer and will pay for all such tendered shares promptly in accordance with the terms
of the offer. Following the completion of the tender offer, Roman Merger Sub, Inc. completed its acquisition of Ceres through a merger completed pursuant to
Section 251(h) of the Delaware General Corporation Law with Ceres surviving the merger as a wholly owned subsidiary of Land O’Lakes. In the merger, all shares
of Ceres common stock (other than shares of common stock irrevocably accepted for purchase in the offer, held by Ceres, or held by any Ceres stockholder who
properly exercised appraisal rights under Section 262 of the Delaware General Corporation Law) have been cancelled and converted into the right to receive $0.40
per share, net to the seller in cash, without interest thereon and less any required withholding taxes (the same consideration per common share offered in the tender
offer), and each outstanding share of Ceres Series A convertible preferred stock (other than shares of preferred stock held by Ceres or held by any Ceres
stockholder who properly exercised appraisal rights under Section 262 of the Delaware General Corporation Law) have been cancelled and converted into the right
to receive $1,000.00 per share, net to the seller in cash, without interest thereon and less any required withholding taxes.
As a result of the completed acquisition, Ceres shares ceased trading prior to the open of market on August 1, 2016 and will no longer be listed on the Nasdaq
Capital Market.
###
About Land O’Lakes, Inc.
Land O’Lakes, Inc., one of America’s premier agribusiness and food companies, is a member-owned cooperative with industry-leading operations that span the
spectrum from farm production to consumer foods. With 2014 annual sales of more than $15 billion, Land O’Lakes is one of the nation’s largest cooperatives,
ranking 203 on the Fortune 500. Building on a legacy of more than 94 years of operation, Land O’Lakes today operates some of the most respected brands in
agribusiness and food production including LAND O LAKES ® Dairy Foods, Purina Animal Nutrition and WinField. The company does business in all 50 states
and more than 60 countries. Land O’Lakes, Inc. corporate headquarters are located in Arden Hills, Minn.
Forward-Looking Statements
Statements in this document may contain, in addition to historical information, certain forward-looking statements. Some of these forward-looking statements may
contain words like “believe,” “may,” “could,” “would,” “might,” “possible,” “should,” “expect,” “intend,” “plan,” “anticipate,” or “continue,” the negative of
these words, other terms of similar meaning or they may use future dates. These statements are subject to risks and uncertainties that could cause actual results
and events to differ materially from those anticipated, including, but not limited to, risks and uncertainties discussed in Ceres’s filings with the SEC, including the
“Risk Factors” sections of Ceres’s Annual Report on Form 10-K for the year ended February 29, 2016 and any subsequent quarterly reports on Form 10-Q, as
well as the tender offer documents to be filed by Land O’ Lakes or Purchaser and the Solicitation/Recommendation Statement to be filed by Ceres. Neither Ceres
nor Land O’Lakes undertakes any obligation to update any forward-looking statements as a result of new information, future developments or otherwise, except as
expressly required by law. All forward-looking statements in this document are qualified in their entirety by this cautionary statement.