SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR
13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 2
RESONANT INC.
(Name of Subject Company - Issuer)
PJ COSMOS ACQUISITION COMPANY, INC.
(Offeror)
MURATA ELECTRONICS NORTH AMERICA, INC.
(Parent of Offeror)
MURATA MANUFACTURING CO., LTD.
(Other Person)
(Names of Filing Persons – Offeror, Issuer
or Other Person)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
76118L102
(CUSIP Number of Class of Securities)
PJ Cosmos Acquisition Company, Inc.
c/o Murata Electronics North America, Inc.
2200 Lake Park Drive
Smyrna, GA 30080-7604
Attn: Ken Matsuda, General Counsel
770-436-1300
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Robert B. Little
Jonathan M. Whalen
Gibson, Dunn & Crutcher LLP
2001 Ross Avenue, Suite 2100
Dallas, TX 75201
Telephone: (214) 698-3260; (214) 698-3196
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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:
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Third-party tender offer subject to Rule 14d-1. |
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Issuer tender offer subject to Rule 13e-4. |
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Going-private transaction subject to Rule 13e-3. |
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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: ¨
If applicable, check the appropriate box(es) below to designate the
appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 2 (this “Amendment”)
amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on February 28,
2022, as amended by Amendment No. 1 to the Schedule TO filed with the SEC on March 14, 2022 (together with any subsequent amendments
and supplements thereto, the “Schedule TO”), by PJ Cosmos Acquisition Company, Inc. (“Purchaser”),
a Delaware corporation, Murata Electronics North America, Inc. (“Parent”), a Texas corporation, and Murata Manufacturing
Co., Ltd. (“Murata”), a Japanese company. The Schedule TO relates to the offer by Purchaser to purchase all outstanding
shares of common stock, par value $0.001 per share (the “Shares”), of Resonant Inc. (“RESN”), a
Delaware corporation, for $4.50 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 February 28, 2022 (together with any amendments
and supplements thereto, the “Offer to Purchase”) and the related Letter of Transmittal, copies of which are attached
to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which collectively constitute the “Offer”).
Except as otherwise set forth in this Amendment,
the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items
in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Items 1 through 11.
The disclosure in the Offer to Purchase and Items
1 through 11 of the Schedule TO are hereby amended and supplemented to add the following:
Closing of the Merger
On March 25, 2022, the Offer expired as
scheduled and was not extended. The Offer expired one minute following 11:59 PM, Eastern Time, on March 25, 2022 (which was the
end of the day on March 25, 2022). The Depositary and Paying Agent has advised Murata, Parent and Purchaser that as of the
expiration of the Offer, a total of 48,005,632 Shares were validly tendered into and not validly withdrawn from the Offer (including
6,440,464 Shares tendered by notice of guaranteed delivery but not yet delivered), representing, together with the Shares owned by
Murata and its subsidiaries, approximately 75.57% of RESN’s outstanding Shares. All conditions to the Offer having been
satisfied, Purchaser irrevocably accepted for payment, and will promptly pay for all RESN Shares validly tendered and not validly
withdrawn in the Offer.
Following the consummation of the Offer, on March 28,
2022, Parent and Purchaser completed the acquisition of RESN pursuant to the terms of the Merger Agreement, through the merger of Purchaser
with and into RESN in accordance with Section 251(h) of the General Corporation Law of the State of Delaware, with RESN continuing
as the surviving corporation. At the Effective Time, each issued and outstanding Share not tendered into the Offer, other than Shares
held by stockholders who have validly perfected their appraisal rights under Delaware law, Shares held in the treasury of RESN or owned,
directly or indirectly, by Parent or Purchaser immediately prior to the Effective Time, was automatically cancelled and converted into
the right to receive, upon surrender, $4.50 in cash (without interest and subject to deduction for any applicable withholding tax), which
is the same price that was paid in the Offer.
The Shares ceased to trade on Nasdaq as of the
close of business on March 25, 2022, and RESN has requested that Nasdaq file a Notification of Removal from Listing and/or Registration
under Section 12(b) of the Securities Exchange Act of 1934 on Form 25 to delist and deregister the Shares. Parent and RESN
intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and suspend all of RESN’s
reporting obligations under the Exchange Act as promptly as practicable.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding
the following exhibits:
SIGNATURES
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.
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PJ Cosmos Acquisition Company, Inc. |
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By: |
/s/ Masanori Minamide |
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Name: |
Masanori Minamide |
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Title: |
President |
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Murata Electronics North America, Inc. |
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By: |
/s/ David Kirk |
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Name: |
David Kirk |
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Title: |
President |
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Murata Manufacturing Co., Ltd. |
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By: |
/s/ Norio Nakajima |
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Name: |
Norio Nakajima |
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Title: |
President |
Date: March 28, 2022
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