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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Castle Brands Inc | AMEX:ROX | AMEX | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.26 | 0 | 01:00:00 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Castle Brands Inc.
(Name of Subject Company (Issuer))
Rook Merger Sub, Inc.
(Name of Filing Persons (Offeror))
a wholly owned subsidiary of
Austin, Nichols & Co., Inc
(Name of Filing Persons (Parent))
Common Stock, par value $0.01 per share
(Title of Class of Securities)
148435100
(CUSIP Number of Class of Securities)
Rook Merger Sub, Inc.
c/o Austin, Nichols & Co., Inc.
250 Park Avenue
New York, New York 10177
Attention: Brian S. Chevlin
Telephone: (212) 372-5400
(Name, address, and telephone numbers of person authorized
to receive notices and communications on behalf of filing persons)
With a copy to:
Paul S. Bird
Debevoise & Plimpton LLP
919 Third Avenue
New York, New York 10022
(212) 909-6000
CALCULATION OF FILING FEE
Transaction Valuation*
|
Amount Of Filing Fee**
|
|
---|---|---|
$223,332,199.67 | $27,067.86 | |
Amount Previously Paid: | N/A | Filing Party: | N/A | |||
Form or Registration No.: | N/A | Date Filed: | N/A |
Check the appropriate boxes below to designate any transactions to which the statement relates:
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
This Tender Offer Statement on Schedule TO (together with any amendments and supplements hereto, this "Schedule TO") is being filed by Rook Merger Sub, Inc., a Florida corporation (the "Offeror") and a wholly owned subsidiary of Austin, Nichols & Co., Inc., a Delaware corporation ("Parent"). This Schedule TO relates to the offer by the Offeror to purchase all of the issued and outstanding Shares at a purchase price of $1.27 per Share (the "Offer Price") in cash, net of applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 11, 2019 (the "Offer to Purchase"), and in the related Letter of Transmittal (the "Letter of Transmittal" which, together with the Offer to Purchase, as each may be amended or supplemented from time to time in accordance with the Merger Agreement described below, collectively constitute the "Offer"), copies of which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. All the information set forth in the Offer to Purchase is incorporated herein by reference in response to Items 1 through 9 and Item 11 in this Schedule TO and is supplemented by the information specifically provided in this Schedule TO. The Agreement and Plan of Merger, dated as of August 28, 2019, by and among Parent, the Offeror and Castle Brands, a copy of which is attached as Exhibit (d)(1) hereto, is incorporated herein by reference with respect to Items 4 through 11 of this Schedule TO. Unless otherwise indicated, references to sections in this Schedule TO are references to sections of the Offer to Purchase.
The information set forth in the section entitled "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 and the issuer of the securities to which this Schedule TO relates is Castle Brands Inc., a Florida corporation. Castle Brands' principal executive offices are located at 122 East 42nd Street, Suite 5000, New York, New York 10168. Castle Brands' telephone number is (646) 356-0200.
(b) This Schedule TO relates to the outstanding Shares. Castle Brands has advised the Offeror and Parent that, as of September 9, 2019 (the most recent practicable date) 170,372,173 Shares were issued and outstanding.
(c) The information set forth in Section 6 (entitled "Price Range of Shares; Dividends") of the Offer to Purchase is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
(a)-(c) This Schedule TO is filed by the Offeror and Parent. The information set forth in Section 9 (entitled "Certain Information Concerning the Offeror and Parent") of the Offer to Purchase and Schedule A to the Offer to Purchase is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a)(1)(i)-(viii), (xii), (a)(2)(i)-(iv), (vii) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
(a)(1)(ix)-(xi), (a)(2)(v)-(vi) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
(a), (b) The information set forth in the following sections 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 following sections 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 the following sections 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 the following sections of the Offer to Purchase is incorporated herein by reference:
(b) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
ITEM 10. FINANCIAL STATEMENTS.
Not applicable.
ITEM 11. ADDITIONAL INFORMATION.
(a)(1) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
(a)(2) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
(a)(3) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
(a)(4) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
(a)(5) The information set forth in the following sections of the Offer to Purchase is incorporated herein by reference:
Exhibit No. | Description | ||
---|---|---|---|
(a)(1)(A) | Offer to Purchase, dated September 11, 2019.* | ||
|
(a)(1)(B) |
|
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9).* |
|
(a)(1)(C) |
|
Form of Notice of Guaranteed Delivery.* |
|
(a)(1)(D) |
|
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
|
(a)(1)(E) |
|
Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
|
(a)(1)(F) |
|
Text of Summary Advertisement, as published in The New York Times on September 11, 2019.* |
|
(a)(2) |
|
Not applicable. |
|
(a)(3) |
|
Not applicable. |
|
(a)(4) |
|
Not applicable. |
|
(a)(5)(A) |
|
Press Release, dated August 28, 2019 (incorporated by reference to Exhibit 99.1 to Castle Brands' Current Report on Form 8-K, filed on August 29, 2019). |
|
(d)(1) |
|
Agreement and Plan of Merger, dated as of August 28, 2019, by and among Parent, the Offeror and Castle Brands (incorporated by reference to Exhibit 2.1 to Castle Brands' Current Report on Form 8-K, filed on August 29, 2019). |
|
(d)(2) |
|
Tender and Support Agreement, dated as of August 28, 2019, by and among Parent, the Offeror and the shareholders listed therein (incorporated by reference to Exhibit 10.1 to Castle Brands' Current Report on Form 8-K, filed on August 29, 2019). |
|
(d)(3) |
|
Confidentiality Agreement, dated as of May 24, 2019, by and between Castle Brands and Pernod Ricard S.A.* |
|
(g) |
|
Not applicable. |
|
(h) |
|
Not applicable. |
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Not applicable.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
ROOK MERGER SUB, INC. | ||||||
By: |
|
/s/ GUILLAUME THOMAS |
|
|
||
Name: | Guillaume Thomas | |||||
Title: | Chief Financial Officer and Treasurer | |||||
AUSTIN, NICHOLS & CO., INC. |
|
|
||||
By: |
|
/s/ PAUL DUFFY |
|
|
||
Name: | Paul Duffy | |||||
Title: | Chief Executive Officer |
Dated:
September 11, 2019
1 Year Castle Brands Chart |
1 Month Castle Brands Chart |
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