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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Uap Hldg Corp (MM) | NASDAQ:UAPH | 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% | 38.97 | 0 | 01:00:00 |
Leslie ODonoghue, Esq. | Edwin S. Maynard, Esq. | Patrick C. Finnerty, Esq. | ||
Agrium Inc. | Robert B. Schumer, Esq. | Blake, Cassels & Graydon LLP | ||
13131 Lake Fraser Drive S.E. | Paul, Weiss, Rifkind, Wharton & Garrison LLP | 3500 Bankers Hall East Tower | ||
Calgary, Alberta | 1285 Avenue of the Americas | 855 Second Street SW | ||
Canada T2J 7E8 | New York, New York 10019-6064 | Calgary, Alberta, Canada T2P 4J8 | ||
(403) 225-7000 | (212) 373-3097 | (403) 260-9600 |
Transaction Valuation* | Amount of Filing Fee* | ||||||
$
2,146,255,430
|
$ 65,891 | ||||||
* | Estimated solely for purposes of calculating the filing fee. The amount of the filing fee is calculated by multiplying the transaction value by 0.0000307. The transaction valuation was calculated by adding the sum of (i) the offer price of $39.00 per share multiplied by 52,457,020 shares of common stock, par value $0.001 per share, of UAP Holding Corp. outstanding as of November 30, 2007, (ii)(a) 1,411,305 shares of common stock par value $0.001 per share, of UAP Holding Corp., which were subject to issuance pursuant to the exercise of outstanding options as of November 30, 2007, multiplied by (b) the amount equal to $39.00 minus $2.56 (the weighted average exercise price of such outstanding options), and (iii) the offer price of $39.00 per share multiplied by 1,256,505 shares of common stock, par value $0.001 per share, of UAP Holding Corp., which were subject to issuance pursuant to the settlement of outstanding restricted stock units and the distribution of shares with respect to deferred equity units as of November 30, 2007. | |
ý | 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:
|
$65,891.00 | Filing Party: | Agrium Inc., Agrium U.S. Inc. and Utah Acquisition Co. | |||
Form or Registration No.:
|
Schedule TO | Date Filed: | December 10, 2007 |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
ý | 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. |
By: | /s/ Michael M. Wilson | |||
Name: | Michael M. Wilson | |||
Title: | President & Chief Executive Officer | |||
By: | /s/ Bruce G. Waterman | |||
Name: | Bruce G. Waterman | |||
Title: | Senior Vice President, Finance & Chief Financial Officer | |||
By: | /s/ Richard L. Gearheard | |||
Name: | Richard L. Gearheard | |||
Title: | President & Chief Executive Officer | |||
By: | /s/ Patrick J. Freeman | |||
Name: | Patrick J. Freeman | |||
Title: | Vice President & Treasurer | |||
By: | /s/ Richard L. Gearheard | |||
Name: | Richard L. Gearheard | |||
Title: | President | |||
By: | /s/ Patrick J. Freeman | |||
Name: | Patrick J. Freeman | |||
Title: | Vice President & Treasurer | |||
(a)(1)(i) |
Offer to Purchase, dated December 10,
2007 (incorporated by reference to
Exhibit (a)(1)(i) to the Schedule TO
filed with the SEC by Parent, Purchaser
and Merger Sub on December 10, 2007).
|
|
(a)(1)(ii) |
Form of Letter of Transmittal
(incorporated by reference to Exhibit
(a)(1)(ii) to the Schedule TO filed with
the SEC by Parent, Purchaser and Merger
Sub on December 10, 2007).
|
|
(a)(1)(iii) |
Form of Notice of Guaranteed Delivery
(incorporated by reference to Exhibit
(a)(1)(iii) to the Schedule TO filed with
the SEC by Parent, Purchaser and Merger
Sub on December 10, 2007).
|
|
(a)(1)(iv) |
Form of Letter to Brokers, Dealers,
Commercial Banks, Trust Companies and
other Nominees (incorporated by reference
to Exhibit (a)(1)(iv) to the Schedule TO
filed with the SEC by Parent, Purchaser
and Merger Sub on December 10, 2007).
|
|
(a)(1)(v) |
Form of Letter to Clients for use by
Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees (incorporated by
reference to Exhibit (a)(1)(v) to the
Schedule TO filed with the SEC by Parent,
Purchaser and Merger Sub on December 10,
2007).
|
|
(a)(1)(vi) |
Guidelines for Certification of Taxpayer
Identification Number on Substitute Form
W-9 (incorporated by reference to Exhibit
(a)(1)(vi) to the Schedule TO filed with
the SEC by Parent, Purchaser and Merger
Sub on December 10, 2007).
|
|
(a)(1)(vii) |
Form of Summary Advertisement as
published on December 10, 2007 in The New
York Times (incorporated by reference to
Exhibit (a)(1(vii) to the Schedule TO
filed with the SEC by Parent, Purchaser
and Merger Sub on December 10, 2007).
|
|
(a)(5)(i) |
Joint press release issued by Parent and
the Company on December 3, 2007
(incorporated by reference to Exhibit A
to the Schedule TO filed with the SEC by
Parent, Purchaser and Merger Sub on
December 3, 2007).
|
|
(a)(5)(ii) |
A PowerPoint presentation that
accompanied a website simulcast on
December 3, 2007 by Parent in connection
with its proposed acquisition of the
Company (incorporated by reference to
Exhibit B to the Schedule TO filed with
the SEC by Parent, Purchaser and Merger
Sub on December 3, 2007).
|
|
(a)(5)(iii) |
A message distributed by the Companys Chief Executive Officer, Chairman and President to
the employees of the Company on December 3, 2007 in connection with Parents proposed
acquisition of the Company (incorporated by reference to Exhibit C to the Schedule TO
filed with the SEC by Parent, Purchaser and Merger Sub on December 3, 2007).
|
|
(a)(5)(iv) |
A message distributed by Parents President and Chief Executive Officer to the employees
of Parent on December 3, 2007 in connection with Parents proposed acquisition of the
Company (incorporated by reference to Exhibit D to the Schedule TO filed with the SEC by
Parent, Purchaser and Merger Sub on December 3, 2007).
|
|
(a)(5)(v) |
A transcript of a website simulcast by Parent on December 3, 2007 in connection with its
proposed acquisition of the Company (incorporated by reference to Exhibit A to the
Schedule TO filed with the SEC by Parent, Purchaser and Merger Sub on December 4, 2007).
|
|
(a)(5)(vi) |
Press release issued by Parent on December 27, 2007 (incorporated by reference to Exhibit
1 to the Form 6-K filed with the SEC by Parent on December 27, 2007).
|
|
(a)(5)(vii) |
Press release issued by Parent on January 9, 2008 (incorporated by reference to Exhibit 1
to the Form 6-K filed with the SEC by Parent on January 9, 2008).
|
|
(a)(5)(viii) |
Press release issued by Parent on January 14, 2008 (incorporated by reference to Exhibit
1 to the Form 6-K filed with the SEC by Parent on January 14, 2008).
|
|
(a)(5)(ix) |
Press release issued by Parent on January 18, 2008 (incorporated by reference to Exhibit
1 to the Form 6-K filed with the SEC by Parent on January 18, 2008).
|
|
(a)(5)(x) |
Press release issued by Parent on January 21, 2008 (incorporated by reference to Exhibit
1 to the Form 6-K filed with the SEC by Parent on January 22, 2008).
|
|
(a)(5)(xi) |
Press release issued by Parent on February 11, 2008 (incorporated by reference to Exhibit
1 to the Form 6-K filed with the SEC by Parent on February 11, 2008).
|
|
(a)(5)(xii) |
Press release issued by Parent on February 25, 2008 (incorporated by reference to Exhibit
1 to the Form 6-K filed with the SEC by Parent on February 25, 2008).
|
|
(a)(5)(xiii) |
Press release issued by Parent on March 14, 2008 (incorporated by reference to Exhibit 1
to the Form 6-K filed with the SEC by Parent on March 14, 2008).
|
|
(a)(5)(xiv) |
Press release issued by Parent on April 18, 2008 (incorporated by reference to Exhibit 1
to the Form 6-K filed with the SEC by Parent on April 18, 2008).
|
|
(b) |
Commitment Letter from Royal Bank of Canada to Parent, dated as of December 2, 2007.
|
|
(d)(1) |
Agreement and Plan of Merger, dated as of December 2, 2007, by and among Parent, Merger
Sub and the Company (incorporated by reference to Exhibit 1 to Form 6-K filed with the
SEC by Parent on December 3, 2007).
|
|
(d)(2) |
Confidentiality Agreement between Parent and the Company, dated as of September 25, 2006
(incorporated by reference to Exhibit (e)(2) to Schedule 14D-9 filed with the SEC by the
Company on December 10, 2007).
|
|
(d)(3) |
Side Letter to the Confidentiality Agreement between Parent and the Company, dated as of
November 16, 2007 (incorporated by reference to Exhibit (e)(3) to Schedule 14D-9 filed
with the SEC by the Company on December 10, 2007).
|
|
(d)(4) |
Side Letter to the Confidentiality Agreement between Parent and the Company, dated as of
November 25, 2007 (incorporated by reference to Exhibit (e)(4) to Schedule 14D-9 filed
with the SEC by the Company on December 10, 2007).
|
|
(g) |
Not applicable.
|
|
(h) |
Not applicable.
|
1 Year Uap Hldg Corp (MM) Chart |
1 Month Uap Hldg Corp (MM) Chart |
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