RC2 Corporation (NASDAQ:RCRC) (“RC2”) today announced the expiration at 5:00 p.m., New York City time, on April 9, 2011, of the "go-shop" period during which RC2 was permitted to solicit acquisition proposals from alternative purchasers.
On March 24, 2011, TOMY Company, Ltd. ("Tomy"), through its wholly owned indirect subsidiary, Galaxy Dream Corporation (the "Purchaser"), initiated a cash tender offer to purchase all of the outstanding shares of common stock of RC2 for $27.90 per share, net to the seller in cash, without interest thereon and less any applicable withholding taxes. The tender offer is being made pursuant to an offer to purchase and related letter of transmittal, each dated March 24, 2011, and a merger agreement dated March 10, 2011 among RC2, Tomy and the Purchaser (the "Merger Agreement"). Pursuant to the Merger Agreement, after completion of the tender offer and the satisfaction or waiver of all conditions, the Purchaser will merge with and into RC2, with RC2 continuing as the surviving corporation and a wholly owned indirect subsidiary of Tomy.
Under the terms of the Merger Agreement, RC2 was permitted to continue to engage in solicitation activities for up to 15 calendar days after April 9, 2011 with a party that submitted a bona fide written acquisition proposal during the "go-shop" period under certain circumstances as provided in the Merger Agreement. No party submitted an acquisition proposal during the "go-shop" period, and therefore the "go-shop" period expired at 5:00 p.m., New York City time, on April 9, 2011, without any extension. RC2 has no further opportunities to extend the length of the "go-shop" period.
The tender offer is scheduled to expire at 12:00 midnight, New York City time, at the end of April 20, 2011, unless the tender offer is extended or earlier terminated. RC2's Board of Directors continues to recommend that stockholders tender their shares into the tender offer.
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