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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Alliance Fiber Optic Products, Inc. | NASDAQ:AFOP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 18.51 | 18.48 | 18.50 | 0 | 01:00:00 |
Transaction Valuation(1)
|
Amount of Filing Fee(2)
|
$
311,921,798.50
|
$
31,410.52
|
(1)
|
Estimated for purposes of calculating the amount of the filing fee only, in accordance with Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Calculated by adding (a) 15,803,585 shares of common stock of Alliance Fiber Optic Products, Inc. issued and outstanding as of April 20, 2016, multiplied by $18.50, the per share tender offer price, (b) 554,800 shares of common stock subject to outstanding stock options as of April 20, 2016, with an exercise price less than $18.50, multiplied by $11.12, which is the offer price of $18.50 per share minus the weighted average exercise price for such options of $7.38 per share, (c) 508,000 shares of restricted stock units as of April 20, 2016, multiplied by $18.50, the per share tender offer price and (d) 208,360 shares issuable pursuant to an employee stock purchase plan as of April 20, 2016, multiplied by $18.50, the per share tender offer price. The calculation of the filing fee is based on information provided by Alliance Fiber Optic Products, Inc. as of April 20, 2016.
|
(2)
|
The filing fee was calculated in accordance with Rule 0-11 of the Exchange Act and Fee Rate Advisory #1 for fiscal year 2016, issued August 27, 2015, by multiplying the transaction valuation by
0.0001007
.
|
x
|
Check the 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 date of its filing.
|
|
Amount Previously Paid: $31,410.52
|
Filing Party: Apricot Merger Company and
|
|
Corning Incorporated
|
|
Form or Registration No.: Schedule TO-T
|
Date Filed: April 21, 2016
|
o
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
|
x
|
third-party tender offer subject to Rule 14d-1.
|
o
|
issuer tender offer subject to Rule 13e-4.
|
o
|
going-private transaction subject to Rule 13e-3.
|
o
|
amendment to Schedule 13D under Rule 13d-2.
|
Items 12. Exhibits. |
Exhibit
No.
|
Description
|
|
(d)(4)
|
Amendment No. 1 to Agreement and Plan of Merger by and among Corning Incorporated, Apricot Merger Company, and Alliance Fiber Optic Products, Inc. dated as of June 1, 2016.
|
APRICOT MERGER COMPANY | ||||
By: | /s/ William L. Juan | |||
Name: | William L. Juan | |||
Title: | Secretary | |||
CORNING INCORPORATED | ||||
By: | /s/ Linda E. Jolly | |||
Name: | Linda E. Jolly | |||
Title: | Secretary | |||
Item 12.
|
Exhibits.
|
(a)(1)(A)*
|
Offer to Purchase, dated April 21, 2016.
|
(a)(1)(B)*
|
Form of Letter of Transmittal.
|
(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)*
|
Summary Advertisement as published in the New York Times on April 21, 2016.
|
(a)(5)(A)*
|
Joint press release issued by Corning and AFOP on April 7, 2016 incorporated by reference to the Schedule TO-C filed by Corning Incorporated and Purchaser on April 8, 2016.
|
(a)(5)(B)*
|
Press Release of Corning Incorporated, dated May 13, 2016.
|
(b)
|
Not applicable.
|
(c)
|
Not applicable.
|
(d)(1)*
|
Agreement and Plan of Merger, dated as of April 7, 2016, by and among Corning, Purchaser and AFOP.
|
(d)(2)*
|
Confidentiality Agreement, dated as of February 17, 2015, by and between Corning and AFOP.
|
(d)(3)*
|
Exclusivity Agreement, dated as of January 13, 2016, by and between Corning and AFOP.
|
(d)(4)
|
Amendment No. 1 to Agreement and Plan of Merger by and among Corning Incorporated, Apricot Merger Company, and Alliance Fiber Optic Products, Inc. dated as of June 1, 2016.
|
(g)
|
Not applicable.
|
(h)
|
Not applicable.
|
*
|
Previously filed.
|
1 Year Alliance Fiber Optic Chart |
1 Month Alliance Fiber Optic Chart |
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