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Share Name | Share Symbol | Market | Type |
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Novatel (MM) | NASDAQ:NGPS | 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% | 0 | - |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
TO/A
(AMENDMENT
NO. 3)
(Rule 14d-1 and Rule 13e-3)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
NOVATEL INC.
(Name of Subject Company (Issuer))
HEXAGON CANADA ACQUISITION INC.
(as Offeror)
HEXAGON AB
(as Parent of Offeror)
Novatel Inc.
(as Issuer)
(Names of Filing Persons)
Common Shares |
|
669954109 |
(Title of Class of Securities) |
|
(CUSIP Number of Class of Securities) |
Brett Cooper, Esq. |
Edwin S. Maynard, Esq. |
Orrick, Herrington & Sutcliffe LLP |
Ariel J. Deckelbaum, Esq. |
405 Howard Street |
Paul, Weiss, Rifkind, Wharton & Garrison LLP |
San Francisco, CA 94105-2625 |
1285 Avenue of the Americas |
(415) 773-5700 |
New York, NY 10019-6064 |
|
(212) 373-3000 |
(Name, address and telephone number of person authorized to
receive notices and communications on behalf of filing persons)
With a Copy to
Richard A. Shaw, Q.C. |
Kenneth G. Ottenbreit, Esq. |
Andrew D. Grasby |
Stikeman Elliott LLP |
McCarthy Tétrault LLP |
Tower 56, 14 th Floor |
Suite 3300, 421-7th Avenue SW |
126 East 56 th Street |
Calgary, Alberta, Canada T2P 4K9 |
New York, NY 10022 |
(403) 260-3500 |
(212) 371-8855 |
CALCULATION OF FILING FEE*
Transaction Valuation* |
|
Amount of Filing Fee* |
$463,654,850.00 |
|
$14,234.20 |
* Estimated solely for purposes of calculating the filing fee in accordance with Rule 0-11 under the Securities Exchange Act of 1934. The amount of the filing fee is calculated by multiplying the transaction value by 0.0000307. The transaction value was determined by multiplying the purchase price of U.S. $50.00 per share by 9,273,097 shares of common stock, no par value per share, of NovAtel Inc. (NovAtel) (including 639,061 shares issuable upon exercise of options and up to a maximum of 1,325 shares that may be issued pursuant to outstanding retired share units) as of October 8, 2007, as represented by NovAtel in the Subscription and Support Agreement, dated as of October 8, 2007, between NovAtel and Hexagon AB (Hexagon).
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 the date of its filing.
Amount Previously Paid: |
|
14,234.20 |
|
Filing Party: |
|
Hexagon Canada Acquisition Inc., Hexagon AB and NovAtel Inc. |
Form or Registration No.: |
|
Schedule
TO
and Schedule
|
|
Date Filed: |
|
October 19, 2007 |
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
S third-party tender offer subject to Rule 14d-1.
o issuer tender offer subject to Rule 13e-4.
S going-private transaction subject to Rule 13e-3.
o amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: o
This Amendment No. 3 (this Amendment) amends the tender offer statement on Schedule TO and the Rule 13E-3 transaction statement on Schedule 13E-3 under cover of Schedule TO as originally filed with the U.S. Securities and Exchange Commission on October 19, 2007, as amended on November 1, 2007 (Amendment No. 1) and on November 7, 2007 (Amendment No. 2) (collectively Schedule TO/13E-3/A) by Hexagon Canada Acquisition Inc. (the Offeror), a wholly-owned direct subsidiary of Hexagon AB (Hexagon), Hexagon and NovAtel Inc. (NovAtel). The Schedule TO/13E-3/A was filed with the SEC pursuant to Rule 14d-1 and Rule 13e-3 under the Securities Exchange Act of 1934, as amended.
The Schedule TO/13E-3/A relates to the offer by Offeror to purchase all of the outstanding common shares, no par value per share (other than common shares owned by the Offeror or any of its affiliates) of NovAtel, at a price of U.S.$50.00 per Share, without interest, which may be deemed to be a Rule 13e-3 transaction pursuant to Rule 13e-3 under the Exchange Act governing going private transactions. The terms and conditions of the offer are described in the Amended Offer to Purchase and the related Letter of Transmittal that were filed with Amendment No. 1 as Exhibits (a)(15) and (a)(2) thereof, respectively, as amended by Amendment No. 2.
This Amendment is being filed on behalf of Offeror, Hexagon and NovAtel.
All capitalized terms used in this Amendment and not otherwise defined herein have the meanings ascribed to such terms in the Amended Offer to Purchase.
Item 12. Exhibits and Item 13. Information Required by Schedule 13E-3 (Item 16. Exhibits):
Item 12, Exhibits and Item 13, Information Required under Schedule 13E-3 (Item 16. Exhibits) of the Schdule TO/13E-3/A is amended and supplemented by adding the following to the Exhibit Index:
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Description |
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(a)(17) |
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Press release issued by NovAtel Inc., dated November 21, 2007. |
After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of November 21, 2007 that the information set forth in this statement is true, complete and correct.
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HEXAGON CANADA ACQUISITION INC. |
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By: |
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/s/ Frederick W. London |
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Name: Frederick W. London |
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Title: Vice President & Secretary |
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HEXAGON AB |
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By: |
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/s/ Frederick W. London |
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Name: Frederick W. London |
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Title: General Counsel & Attorney-in-Fact |
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NOVATEL INC. |
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By: |
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/s/ Jonathan W. Ladd |
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Name: Jonathan W. Ladd |
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Title: President and Chief Executive Officer |
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EXHIBIT INDEX
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EXHIBIT NO. |
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DESCRIPTION |
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(a)(1) |
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Offer to Purchase For Cash, dated October 19, 2007. |
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(a)(2) |
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Letter of Transmittal. |
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(a)(3) |
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Notice of Guaranteed Delivery. |
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(a)(4) |
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Directors Circular, dated October 19, 2007. |
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(a)(5) |
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Press release by Hexagon, dated October 19, 2007, announcing the commencement of the Offer. |
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(a)(6)* |
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Press release relating to Hexagon proposed acquisition of NovAtel, announced by Hexagon on October 8, 2007. |
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(a)(7)* |
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Powerpoint presentation that accompanied a conference call with Hexagons Chief Executive Officer and President, Ola Rollén, to discuss Hexagons proposed acquisition of NovAtel. |
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(a)(8)* |
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Transcript of a conference call with Hexagons Chief Executive Officer and President, Ola Rollén, to discuss Hexagons proposed acquisition of NovAtel. |
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(a)(9)** |
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Press release relating to Hexagon proposed acquisition of NovAtel, announced by NovAtel on October 8, 2007. |
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(a)(10)** |
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Email communication to the employees of NovAtel regarding the proposed acquisition by Hexagon. |
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(a)(11)** |
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Transcript of October 8, 2007 conference call regarding Hexagons proposed acquisition of NovAtel. |
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(a)(12)*** |
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Letter to Shareholders of NovAtel, dated October 19, 2007. |
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(a)(13) |
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Request for Taxpayer Identification Number and Certification on Form W-9 (including guidelines). |
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(a)(14) |
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Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding on Form W-8BEN (including guidelines). |
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(a)(15) |
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Amended Offer to Purchase For Cash, dated November 1, 2007. |
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(a)(16) |
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Amended Director's Circular, dated November 1, 2007. |
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(a)(17) |
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Press release issued by NovAtel Inc., dated November 21, 2007. |
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(c) |
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Savvian - Presentation to the Special Committee of the Board of Directors, dated October 7, 2007. |
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(d)(1) |
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Subscription and Support Agreement, dated October 8, 2007, by and between Hexagon and NovAtel. |
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(d)(2) |
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4% Senior Unsecured Convertible Debenture Issued by NovAtel in favor of Hexagon, dated as of October 17, 2007. |
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(d)(3) |
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Assignment, Assumption and Novation Agreement, by and among Hexagon, Offeror and NovAtel, dated as of October 18, 2007. |
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(d)(4) |
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Strategic Cooperation Agreement, by and among Leica Geosystems A.G., NovAtel, |
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CMC Electronics Inc. and Oncap L.P., dated as of April 5, 2003 (previously filed with the SEC as Exhibit 10.14 to NovAtels Annual Report on Form 20-F on May 27, 2004 (File No. 000-29004)). |
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(f) |
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Shareholders rights under compulsory acquisition - Section 206 and 206.1 of Part XVII of the Canadian Business Corporation Act. |
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(i) |
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Power of Attorney. |
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Previously filed with the SEC as an Exhibit to the Offeror, Hexagon's and NovAtel's Schedule TO/13E-3 on October 19, 2007. |
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Previously filed with the SEC as an Exhibit to the Offeror's, Hexagon's and NovAtel's Schedule TO/13E-E/A on November 7, 2007. |
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* |
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Previously
filed with the SEC as an Exhibit to Hexagons Schedule TO-C on
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** |
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Previously filed with the SEC as an Exhibit to NovAtels Schedule 14D-9 on October 9, 2007 (File No. 005-50460). |
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*** |
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Previously filed with the SEC as an Exhibit to NovAtels Schedule 14D-9 on October 19, 2007 (File No. 005-50460). |
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