This Amendment No. 2
(this “Amendment”) amends and supplements the Solicitation/Recommendation
Statement on Schedule 14D-9 filed on November 27, 2007, as amended on December
13, 2007 (the “Statement”), by Natrol, Inc., a Delaware corporation
(the “Company”). The Statement relates to the cash tender offer by
Nutra Acquisition Company, Inc., a Delaware corporation (“Purchaser”)
and an indirect subsidiary of Plethico Pharmaceuticals Limited,
a public limited company incorporated under the laws of India (“Parent”),
disclosed in Parent’s and Purchaser’s Tender Offer Statement on Schedule
TO, dated November 27, 2007, as amended (the “Schedule TO”), filed
with the Securities and Exchange Commission, to purchase all of the outstanding
shares of Common Stock of the Company at $4.40 per share, net to the seller
in cash, without interest thereon and less any required withholding taxes, upon
the terms and subject to the conditions set forth in the Offer to Purchase dated
November 27, 2007 (the “Offer to Purchase”) and the related Letter
of Transmittal (which, together with any amendments or supplements thereto,
constitute the “Offer”). Copies of the Offer to Purchase and the Letter
of Transmittal are filed as Exhibits (a)(1)(i) and (a)(1)(ii) thereto and are
incorporated herein by reference. Capitalized terms used but not otherwise defined
herein have the meanings ascribed to such terms in the Statement. Except as otherwise
set forth below, the information set forth in the Statement remains unchanged
and is incorporated by reference as relevant to the items in this Amendment.
Item 8. Additional Information
Item 8 is hereby amended and supplemented by adding the following text to the end of Item 8:
(i)
Consummation of Offer; Completion of Merger
.
The Offer expired by
its terms and was successfully completed at 5:00 p.m., New York City time, on
Thursday, December 27, 2007. Upon expiration of the Offer, Purchaser accepted
for payment in accordance with the terms of the Offer all shares of Common Stock
that were validly tendered and not withdrawn prior to expiration of the Offer,
and payment for such shares of Common Stock will be made promptly, in accordance
with the terms of the Offer and as required by applicable law. Purchaser has
advised the Company that, based upon information obtained by Purchaser from the
depositary for the Offer, as of the expiration of the Offer, a total of 13,108,619
shares of Common Stock, which in the aggregate represented approximately 91.9%
of the then outstanding shares of Common Stock, were validly tendered and not
withdrawn prior to the expiration of the Offer, and an additional 63,245 shares
of Common Stock were tendered by notice of guaranteed delivery.
On December
27, 2007, Plethico assigned all of its interest in Purchaser to M/s
Plethico Global Holdings B.V., a subsidiary of
Parent (“Plethico Global”). The business address of Plethico
Global is Hobbarmastraat 14, 1071 ZB, Amsterdam, The Netherlands. As a result
of such assignment, Purchaser became a direct wholly owned subsidiary of Plethico
Global. Plethico Global is organized under the laws of The Netherlands.
Following the acceptance
for payment by Purchaser of shares of Common Stock pursuant to the Offer, on
December 28, 2007 (the “Effective Time”), the acquisition of the
Company by Parent was completed by means of a “short-form” merger of
Purchaser with and into the Company, with the Company continuing its corporate
existence under the name “Natrol, Inc.” as
the Surviving Corporation and a wholly owned subsidiary of Plethico Global, in
accordance with applicable provisions of Delaware law that authorize the completion
of such a merger without a vote of the Company’s
stockholders.
In the Merger, at the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock owned by the Company or any
direct or indirect subsidiary of the Company and except for shares of Common Stock owned by Parent, Purchaser, or any subsidiary of Parent or Purchaser or held in the treasury of the Company) was canceled and converted into the right to receive the
Offer Price, without interest and less any applicable withholding taxes, subject to the rights of holders thereof to seek appraisal of the “fair value” of their shares of Common Stock by following the procedures required by Section 262 of
the DGCL. The amount of consideration and source of funds used by the Purchaser to acquire the Company’s outstanding shares of Common Stock is described in Item 7 of the Purchaser’s Schedule TO and related Offer to Purchase, dated November
27, 2007, as amended, which description is incorporated herein by reference.
Pursuant to the Merger Agreement, at the Effective Time, the directors and officers of Purchaser immediately prior thereto became the directors and officers, respectively, of the Surviving
Corporation, in
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each case until their successors are duly elected or appointed and qualified. The information regarding the new directors of the Surviving Corporation (Shashikant Patel, Rajiv Bedi, Hemant Modi, Sanjay Pai and Manmohan A.
Patel) set forth in the Offer to Purchase, dated November 27, 2007, as amended, attached as Schedule A to the Schedule TO filed by Parent and the Purchaser on November 27, 2007, and in the Section 14(f) Information Statement of the Company attached
as Annex B to the Statement, as amended, is incorporated herein by reference.
On December 28, 2007,
Parent issued a press release announcing the expiration of the Offer and the
results thereof, that it had accepted for payment in accordance with the terms
of the Offer all shares of Common Stock that were validly tendered and not withdrawn
prior to the expiration of the Offer and that it had completed the Merger. On
December 28, 2007, the Company also issued a press release regarding the foregoing.
A copy of each such press release is filed herewith as Exhibit (a)(5)(D) and
Exhibit (a)(5)(E), respectively, and is incorporated herein by reference.
Item 9. Exhibits.
Item 9 is hereby amended and supplemented by adding the following additional exhibits thereto:
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Exhibit No.
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Description
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(a)(5)(D)
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Press release issued by Parent on December 28, 2007
(incorporated by reference to Exhibit (a)(1)(J) to the Schedule TO).
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(a)(5)(E)
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Press release issued
by the Company on December 28, 2007.
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Annex B Information Statement of the Company dated November 27, 2007
Annex B is hereby amended and supplemented by adding the following text to the end of the section titled “Current Board of Directors”:
PARENT DESIGNEES
Pursuant to the Merger Agreement, at the Effective Time, the directors and officers of Purchaser immediately prior thereto became the directors and officers, respectively, of the Surviving
Corporation, in each case until their successors are duly elected or appointed and qualified. Accordingly, effective December 28, 2007, the directors of the Surviving Corporation are Shashikant Patel, Rajiv Bedi, Hemant Modi, Sanjay Pai and Manmohan
A. Patel, and each shall serve as directors of the Company until their successors are duly elected and qualified. Company directors Elliott Balbert, Wayne M. Bos, Dennis W. DeConcini, Joel A. Katz, Ralph R. Simon, Thomas L. Doorley, III and James R.
Peters resigned from the board of directors of the Company effective December 28, 2007.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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NATROL, INC.
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By:
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/s/ Dennis R. Jolicoeur
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Name:
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Dennis R. Jolicoeur
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Title:
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Chief Financial Officer, Treasurer and Executive Vice
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President
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Dated: December 28, 2007
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