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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Valcom (MM) | NASDAQ:VLCM | 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% | 24.51 | 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
(Amendment No. 1)
VOLCOM, INC.
(Name of Subject Company)
TRANSFER HOLDING, INC.
PPR S.A.
(Names of Filing PersonsOfferor)
Common Stock, Par Value $0.001 Per Share
(Title of Class of Securities)
92864N101
(Cusip Number of Class of Securities)
Michel Friocourt
General Counsel
PPR S.A.
10 avenue Hoche
75381 Paris, France
Telephone: +33 1 45 64 63 43
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Mark Gordon, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019-6150
Telephone: (212) 403-1000
CALCULATION OF FILING FEE
Transaction Valuation*
|
Amount of Filing Fee**
|
|
---|---|---|
$607,713,805.00 | $70,555.57 | |
Amount Previously Paid: | $70,555.57 | Filing Party: | Transfer Holding, Inc. and PPR S.A. | |||
Form or Registration No.: | Schedule TO | Date Filed: | May 11, 2011 |
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
This Amendment No. 1 to the Tender Offer Statement on Schedule TO amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 11, 2011 and is filed by PPR S.A., a " société anonyme à conseil d'administration " (corporation with a board of directors) organized under the laws of France (" PPR ") and Transfer Holding, Inc., a Delaware corporation (" Purchaser ") and wholly owned subsidiary of PPR S.A. The Schedule TO relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share of Volcom, Inc., a Delaware corporation (" Volcom "), at $24.50 per share, net to the seller in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 11, 2011 and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the " Offer "). The Schedule TO, including the Offer to Purchase, contains important information about the Offer and should be read carefully and entirely by Volcom shareholders before any decision is made with respect to the Offer. The information set forth in the Offer to Purchase and in the related Letter of Transmittal is incorporated by reference in answer to Items 1 through 12.
Item 6.
Purposes of the Transaction and Plans or Proposals
.
Item 6 of the Schedule TO is hereby amended and supplemented as follows:
On May 19, 2011, Central European Time, PPR held its annual general meeting in Paris, France. A presentation made by officers of PPR at the meeting included a one-page slide discussing its outstanding Offer to acquire all of the outstanding shares of Volcom common stock, which is attached hereto as Exhibit (a)(5)(C) and is also available on PPR's website at www.ppr.com. Additionally, during its annual general meeting, PPR showed a short video prepared by Volcom showcasing the Volcom brand, which was set to music and did not include any speaking or captioning. The video is also available on PPR's website at www.ppr.com.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit hereto:
(a)(5)(C) | Excerpt from presentation at PPR S.A.'s annual general meeting held on May 19, 2011 |
After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: May 19, 2011
Transfer Holding, Inc. |
|
|
||
By: |
|
/s/ JEAN-FRANÇOIS PALUS |
|
|
Name: Jean-François Palus Title: Chief Executive Officer |
||||
PPR S.A. |
|
|
||
By: |
|
/s/ JEAN-FRANÇOIS PALUS |
|
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Name: Jean-François Palus Title: Deputy Chief Executive Officer |
Exhibit No. | Description | ||
---|---|---|---|
(a)(1)(A) | * | Offer to Purchase dated May 11, 2011. | |
|
(a)(1)(B) |
* |
Letter of Transmittal (including Internal Revenue Service Form W-9). |
|
(a)(1)(C) |
* |
Notice of Guaranteed Delivery. |
|
(a)(1)(D) |
* |
Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
|
(a)(1)(E) |
* |
Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
|
(a)(1)(F) |
* |
Summary Newspaper Advertisement published in the Wall Street Journal on May 11, 2011. |
|
(a)(5)(A) |
* |
Joint Press Release issued by PPR S.A. and Volcom, Inc. on May 2, 2011 (incorporated in this Schedule TO by reference to the Schedule TO-C filed by PPR S.A. on May 2, 2011). |
|
(a)(5)(B) |
* |
Press Release issued by PPR S.A. on May 11, 2011 announcing commencement of the tender offer. |
|
(a)(5)(C) |
|
Excerpt from presentation at PPR S.A.'s annual general meeting held on May 19, 2011. |
|
(b) |
|
Not applicable. |
|
(c) |
|
Not applicable. |
|
(d)(1) |
* |
Agreement and Plan of Merger dated May 2, 2011 by and among PPR S.A., Transfer Holding, Inc. and Volcom, Inc. (incorporated in this Schedule TO by reference to the Current Report on Form 8-K filed by Volcom, Inc. on May 4, 2011). |
|
(d)(2) |
* |
Share and Voting Agreement dated May 2, 2011 by and among PPR, S.A., Transfer Holding, Inc. and Richard R. Woolcott and René R. Woolcott (incorporated in this Schedule TO by reference to the Current Report on Form 8-K filed by Volcom, Inc. on May 4, 2011). |
|
(e) |
|
Not applicable. |
|
(f) |
|
Not applicable. |
|
(g) |
|
Not applicable. |
|
(h) |
|
Not applicable. |
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