TOMY Company, Ltd. (Tokyo Stock Exchange, First Section: 7867) (“TOMY”), a Japan-based leading global toy and infant products company, announced today that its wholly owned indirect subsidiary, Galaxy Dream Corporation (“Purchaser”) has extended the subsequent offering period of the tender offer for all of the outstanding shares of common stock of RC2 Corporation (NASDAQ:RCRC) (“RC2”), for $27.90 per share in cash, without interest and less any applicable withholding taxes. The subsequent offering period, as extended, will expire at 5:00 p.m., New York City time, Wednesday, April 27, 2011.
The depositary for the tender offer advised that, as of 12 midnight at the end of Monday, April 25, 2011, a total of 19,449,210 shares of common stock of RC2 (including 581,755 shares tendered pursuant to notices of guaranteed delivery in the initial offering period) had been validly tendered and not withdrawn in the initial offering period and subsequent offering period, which shares in the aggregate represent approximately 89.8% of the outstanding shares of RC2. Pursuant to the terms of the tender offer, Purchaser has accepted for payment all shares validly tendered and not validly withdrawn during the initial offering period and all shares validly tendered during the subsequent offering period, and the consideration for all such shares either has been paid or will promptly be paid.
The same $27.90 per share cash consideration offered during the initial offering period will be paid to holders of RC2 common stock who tender their shares during the subsequent offering period (as extended). The procedures for tendering shares during the subsequent offering period are the same as during the initial offering period, except that the guaranteed delivery procedures may not be used during the subsequent offering period and shares tendered during the subsequent offering period may not be withdrawn.
Following the completion of the subsequent offering period (as extended), if Purchaser obtains at least 90% of outstanding shares of RC2 through the tender offer or otherwise, TOMY intends to complete the acquisition of RC2 without a meeting of RC2’s stockholders through the “short-form” merger procedure available under Delaware law. As a result of the merger, any shares of common stock of RC2 not tendered in the tender offer (other than shares held (i) in the treasury of RC2 or by TOMY or Purchaser or any other direct or indirect subsidiary of TOMY, which shares will be canceled and extinguished or (ii) by stockholders who validly exercise appraisal rights under Delaware law with respect to such shares) will be canceled and converted into the right to receive the same price of $27.90 in cash per share, without interest and less any applicable withholding taxes, that was paid in the tender offer. If necessary in order to accomplish the merger as a “short-form” merger, Purchaser intends to purchase additional shares of common stock of RC2 directly from RC2 at the same price paid in the tender offer pursuant to its “top-up” option provided for in the merger agreement. Following the merger, RC2 will become a wholly owned indirect subsidiary of TOMY, and RC2’s common stock will cease to be traded on the NASDAQ Global Select Market.
Select the service that is right for you!COMPARE ALL SERVICES
Jim Cramer and Stephanie Link actively manage a real portfolio and reveal their money management tactics while giving advanced notice before every trade.
- $2.5+ million portfolio
- Large-cap and dividend focus
- Intraday trade alerts from Cramer
- Weekly roundups
Jim Cramer's protege, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.
- Diversified model portfolio of dividend stocks
- Alerts when market news affect the portfolio
- Bi-weekly updates with exact steps to take - BUY, HOLD, SELL
24/7 market commentary from Jim Cramer and 20+ veteran Wall Street gurus. Get access to the latest trading ideas on stocks, options, and ETFs as well as a real-time forum to see the pros exchanging their investment ideas.
- Jim Cramer + 20 Wall Street pros
- Intraday commentary & news
- Real-time trading forum
- Actionable trade ideas
All of Real Money, plus 15 more of Wall Street's sharpest minds delivering actionable trading ideas, a comprehensive look at the market, and fundamental and technical analysis.
- Real Money + Doug Kass + 15 more Wall Street Pros
- Intraday commentary & news
- Ultra-actionable trading ideas
Our options trading pros provide daily market commentary and over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.
- 100+ monthly options trading ideas
- Actionable options commentary & news
- Real-time trading community
- Options TV