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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Meade Instruments Corp. (MM) | NASDAQ:MEAD | 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% | 4.52 | 0 | 01:00:00 |
This Amendment No. 1 to the Tender Offer Statement on Schedule TO (the “ Schedule TO ”) relates to the offer by VictoryOne Inc., a Delaware corporation (“ Purchaser ”) and a wholly-owned subsidiary of MIT Capital Inc., a California corporation (“ Parent ”, together with Purchaser, “ MITC ”), to purchase all outstanding shares of common stock, par value $0.01 per share (the “ Shares ”) of Meade Instruments Corp., a Delaware corporation (“ Company ”), at $3.65 per Share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 20, 2013 (the “ Offer to Purchase ”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “ Offer ”).
Item 11. Additional Information .
Item 11 of the Schedule TO is hereby amended and supplemented to add the following information:
Following the filing of the Schedule TO by MITC, the board of directors of the Company filed the Solicitation/Recommendation Statement on Schedule 14d-9 on July 5, 2013 recommending that the stockholders of the Company reject the Offer and not tender their Shares to MITC. On July 16, 2013, according to the Current Report on Form 8-K filed by the Company, the Company entered into an Agreement and Plan of Merger (the “ Sunny Merger Agreement ”) with Sunny Optics, Inc. and Sunny Optics Merger Sub, Inc. The merger consideration under the Sunny Merger Agreement is $4.21 per Share in cash, without interest and less applicable taxes, which is significantly higher than the $3.65 per Share price offered by MITC pursuant to the Offer.
The Offer expired at 12:00 midnight, New York City time, on Friday, July 19, 2013. The depositary for the Offer, VStock Transfer, LLC, informed MITC that at the expiration of the Offer approximately 15,760 Shares had been validly tendered and not withdrawn pursuant to the Offer.
Because of the developments described above, and because the tendered Shares, together with the Shares then owned by MITC, did not represent at least a majority of the total number of Shares outstanding on a fully-diluted basis, the minimum tender condition to the Offer was not met and MITC did not accept any of the Shares tendered pursuant to the Offer. All tendered Shares are being promptly returned to the tendering shareholders.
The full text of a press release issued by MITC announcing the results of the Offer is filed as Exhibit (a)(5) and is incorporated herein by reference.
Item 12. Exhibit .
(a)(5) Text of Press Release issued by MITC on July 23, 2013.
SIGNATURES
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.
Dated: July 23, 2013
MIT Capital Inc. | ||
By: | /s/ Xinghui Tian | |
Name: Xinghui Tian | ||
Title: Chairman & CEO | ||
VictoryOne Inc. | ||
By: | /s/ Xinghui Tian | |
Name: Xinghui Tian | ||
Title: Chairman & CEO |
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