- Written communication relating to an issuer or third party (SC TO-C)
13 Julho 2011 - 6:11PM
Edgar (US Regulatory)
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SECURITIES
AND EXCHANGE COMMISSION
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WASHINGTON, DC 20549
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SCHEDULE TO
Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Arch Chemicals, Inc.
(Name of Subject Company (Issuer)
LG Acquisition Corp.
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an
indirect wholly owned subsidiary of
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Lonza Group Ltd.
(Name of Filing
Persons (Offerors))
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Common Stock, par value $1.00 per share
(Title of Class of Securities)
03937R102
(CUSIP Number of Class of Securities)
Marc Funk, Esq.
Group General Counsel, Senior Vice President
Lonza Group Ltd.
Münchensteinerstrasse 38
CH-4002 Basel, Switzerland
+41 61 316 81 11
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
Copies of
all communications, including communications sent to agent for service, should
be sent to:
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Scott
Waldman, Esq.
Vice President and Secretary
LG Acquisition Corp.
90
Boroline Road
Allendale,
New Jersey 07401
(201)
316-9200
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Kevin
T. Collins, Esq.
Tobias
L. Knapp, Esq.
Jenner
& Block LLP
919
Third Avenue
New
York, New York 10022
(212)
891-1600
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CALCULATION
OF FILING FEE
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Transaction
Valuation
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Amount
of Filing Fee
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N/A
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N/A
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o
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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: N/A
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Filing Party: N/A
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Form or Registration No.:
N/A
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Date Filed: N/A
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x
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Check the box if the filing
relates solely to preliminary communications made before the commencement of
a tender offer.
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Check the appropriate boxes
below to designate any transactions to which the statement relates:
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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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o
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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
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This
filing relates solely to preliminary communications made before the
commencement of a planned tender offer by LG Acquisition Corp., a Virginia
corporation (
Purchaser
) and
an indirect wholly owned subsidiary of Lonza Group Ltd., a company organized
under the laws of Switzerland (
Parent
or
Lonza
), for all of the
outstanding common stock of Arch Chemicals, Inc., a Virginia corporation (the
Company
or
Arch Chemicals
),
to be commenced pursuant to the Agreement and Plan of Merger, dated as of July
10, 2011, among Parent, Purchaser and the Company.
The
tender offer described in this communication has not yet commenced. This
communication is not a recommendation, an offer to purchase or a solicitation
of an offer to sell shares of Arch Chemicals. At the time the tender offer is
commenced, Purchaser, an indirect wholly-owned subsidiary of Lonza, will file
a tender offer statement on Schedule TO with the U.S. Securities and Exchange
Commission.
Investors and
Arch Chemicals stockholders are strongly advised to carefully read the tender
offer statement (including the offer to purchase, the letter of transmittal and
the related tender offer documents) and the related solicitation/recommendation
statement when they become available, as well as any other relevant documents
filed with the SEC when they become available, because they will contain
important information.
Investors and Arch Chemicals stockholders may obtain a
free copy of the tender offer statement, the solicitation/recommendation
statement and other documents (when available) filed with the SEC at the SECs
website at www.sec.gov. The tender offer statement and other documents that
Purchaser, Lonzas indirect wholly-owned subsidiary, files with the SEC
may also be obtained from Lonza free of charge by directing a request to
investor.relations@lonza.com.
EXHIBIT INDEX
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Exhibit
No.
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Description
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(a)(5)(H)
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Transcript of Media Conference Call
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