Applix Inc /MA/ - Amended tender offer statement by Third Party (SC TO-T/A)
17 Oktober 2007 - 11:26PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
TO
Amendment No. 2
(Rule 14d-100)
TENDER
OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF
THE SECURITIES EXCHANGE ACT OF 1934
APPLIX,
INC.
(Name of subject company (Issuer))
COGNOS
INCORPORATED
COGNOS CORPORATION
DIMENSION
ACQUISITION CORP.
(Names of Filing Persons (Offerors))
Common Stock, $0.0025 par value per share
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038316105
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(Title of classes of securities)
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(CUSIP number of common stock)
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W.
John Jussup
Senior
Vice President, Chief Legal Officer and Secretary
Cognos
Incorporated
3755
Riverside Drive
P.O.
Box 9707, Station T
Ottawa,
ON, Canada
K1G
4K9
(613)
738-1440
(Name, address, and telephone number of person
authorized to receive notices and communications on behalf of Filing Persons)
Copies to:
Kevin
M. Barry, Esq.
Bingham
McCutchen LLP
150
Federal Street
Boston,
Massachusetts 02110-1726
(617)
951-8000
CALCULATION
OF FILING FEE
Transaction Valuation(1)
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Amount of Filing Fee(2)
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$286,789,447
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$8,804
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(1)
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Estimated for purposes of calculating the filing fee only.
Transaction value derived by multiplying 16,048,654 (number of shares of
common stock of subject company outstanding as of August 31, 2007 (according
to the Agreement and Plan of Merger, dated September 4, 2007, by and among
the subject company, Cognos Incorporated and Dimension Acquisition Corp.,
filed with the Cognos Incorporated Form 8-K filed on September 5, 2007, with
the Securities and Exchange Commission) by $17.87 (the purchase price per
share offered by Offeror). This amount is based upon an estimate of the
maximum number of shares to be purchased pursuant to the tender offer at the
tender offer price of $17.87 per Share.
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(2)
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The amount of the filing fee is calculated in accordance with Rule
0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the
transaction valuation by 0.0000307.
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x
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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.
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Amount Previously Paid:
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$8,804
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Filing Party:
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Cognos Incorporated,
Cognos Corporation and
Dimension Acquisition Corp.
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Form of Registration No.:
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Schedule TO
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Date Filed:
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September 18, 2007
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o
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Check the box if the filing relates solely to preliminary
communications made before the commencement of the tender offer.
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Check the appropriate boxes below to designate
any transactions to which the statement relates:
x
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third party tender offer subject to Rule 14d-1
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o
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issuer tender offer subject to Rule 13e-4
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o
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going private transaction subject to Rule 13e-3
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x
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amendment to Schedule 13D under Rule 13d-2
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Check the following box if the filing is a final
amendment reporting the results of the tender offer:
o
1
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NAMES
OF REPORTING PERSONS
Cognos Incorporated
I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS (ENTITIES ONLY)
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2
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
(b)
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3
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SEC
USE ONLY
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4
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SOURCE
OF FUNDS (See Instructions)
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N/A
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5
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
or 2(e)
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6
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CITIZENSHIP
OR PLACE OF ORGANIZATION Canada
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON WITH
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7
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SOLE
VOTING POWER - 12,933,569
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8
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SHARED
VOTING POWER - 0
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9
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SOLE
DISPOSITIVE POWER - 12,933,569
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10
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SHARED
DISPOSITIVE POWER - 0
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11
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON - 12,933,569
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12
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions)
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13
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (See Instructions)
79%
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14
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TYPE
OF REPORTING PERSON
CO
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This Amendment No. 2 to
the Tender Offer Statement on Schedule TO (this Amendment), filed with the
Securities and Exchange Commission on October 17, 2007, amends and supplements
the Tender Offer Statement on Schedule TO filed on September 18, 2007 (the Statement)
as amended by Amendment No. 1, dated October 9, 2007, and relates to the offer
by Dimension Acquisition Corp. (Offeror), a Massachusetts corporation and an
indirect, wholly-owned subsidiary of Cognos Incorporated, a corporation
organized and existing under the laws of Canada (Parent) to purchase all
outstanding shares of common stock, $0.0025 par value per share and the
associated preferred stock purchase rights (together, the Shares) of Applix,
Inc., a Massachusetts corporation (the Company), at a purchase price of
$17.87 per Share, net to the seller in cash without interest thereon, less any
required withholding taxes, upon the terms and subject to the conditions set
forth in the Offer to Purchase, dated September 18, 2007 (the Offer to
Purchase), and in the related Letter of Transmittal (which, together with the
Offer to Purchase, and any amendments or supplements thereto, collectively
constitute the Offer). Capitalized terms used and not defined herein shall
have the meanings assigned to such terms in the Offer to Purchase.
The Offer is made
pursuant to the Agreement and Plan of Merger, dated as of September 4, 2007
(the Merger Agreement), by and among Offeror, Parent and the Company.
The information in the
Offer to Purchase and the related Letter of Transmittal is incorporated in this
Amendment by reference to all of the applicable items in the Statement, except
that such information is hereby amended and supplemented to the extent
specifically provided herein.
Items 4 and 8. Terms of the
Transaction; Interest in Securities of the Company.
Items 4 and 8 of the
Statement are hereby amended and supplemented by adding the following text
thereto:
The initial offering
period of the Offer expired at 12:00 midnight, New York City time, on Tuesday,
October 16, 2007. Parents calculations indicate that approximately 14,091,975
Shares (including Shares tendered by Guaranteed Delivery) were validly tendered
and not withdrawn as of the expiration date of the initial offering period of
the Offer, representing approximately 70% of Shares on a fully diluted basis
(which represents approximately 86% of the issued and outstanding Shares of
Applix). The Offeror has accepted for payment all tendered Shares. Parent and
Offeror collectively own approximately 70% of the outstanding Shares on a fully
diluted basis.
In
the joint press release issued by Cognos and the Company today, the percentages
of Shares tendered were calculated on preliminary numbers received from the
Depositary on October 16, 2007.
On October 17, 2007,
Parent and the Company jointly announced a subsequent offering period
commencing on Wednesday, October 17, 2007 and expiring on Tuesday, October 30,
2007 at 5:00 p.m., New York City time. During the subsequent offering period,
Offeror will accept for payment and promptly pay for Shares as they are
tendered. Stockholders who tender Shares during such period will be paid the
same $17.87 per Share cash consideration paid for Shares tendered during the
initial offering period. Shares tendered during the subsequent offering period
may not be withdrawn.
Pursuant to the terms
and conditions of the Merger Agreement, upon receipt of at least 90% of the
outstanding Shares of the Company during the subsequent offering period,
Offeror will be merged with and into the Company (the Merger), and each
outstanding Share not tendered in the Offer (other than Shares held by Parent
or Offeror) will be converted into the right to receive $17.87 per Share in
cash, without interest thereon, less any required withholding taxes. Following
the consummation of the Merger, the Company will continue as the surviving
corporation and an indirect, wholly-owned subsidiary of Parent. The Merger is
expected to occur shortly after Cognos accepts for payment at least 90% of the
Shares.
Items 12. Exhibits.
Item 12 of the Statement
is hereby amended and supplemented by adding the following exhibit:
(a)(5)(iii) Joint Press Release issued on October 17,
2007.
2
After due inquiry and to the best of its
knowledge and belief, each of the undersigned certifies that the information
set forth in this statement is true, complete and correct.
DIMENSION ACQUISITION
CORP.
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By:
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/s/ TOM MANLEY
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Name:
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Tom Manley
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Title:
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President and Treasurer
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COGNOS CORPORATION
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By:
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/s/ W. JOHN JUSSUP
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Name:
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W. John Jussup
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Title:
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Director
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COGNOS INCORPORATED
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By:
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/s/ ROBERT G. ASHE
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Name:
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Robert G. Ashe
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Title:
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President and
Chief Executive Officer
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Dated October 17, 2007
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3
EXHIBIT INDEX
Exhibit No.
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Description
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(a)(5)(iii)
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Joint
Press Release issued on October 17, 2007.
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