UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(L) OR 13(E)(L)
OF THE SECURITIES EXCHANGE ACT OF 1934
COGENT, INC.
(Name of Subject Company (Issuer))
3M COMPANY
VENTURA ACQUISITION CORPORATION
(Name of Filing Persons (Offerors))
Common Stock, $0.001 Par Value Per Share
(Title of Class of Securities)
19239Y 10 8
(CUSIP Number of Class of Securities)
Gregg M. Larson
Deputy General Counsel and Secretary
3M Company
3M Center
St. Paul, Minnesota 55133
(651) 733-2204
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copies to:
Christopher E. Austin
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
CALCULATION OF FILING FEE
| Transaction Valuation* |
Amount of Filing Fee** |
|
|---|---|---|
| $950,582,062.50 | $67,776.50 | |
| Amount Previously Paid: None. Form or Registration No.: Not applicable. |
Filing Party: Not applicable. Date Filed: Not applicable. |
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 Tender Offer Statement on Schedule TO (this "Schedule TO") relates to the offer (the "Offer") by Ventura Acquisition Corporation, a Delaware corporation ("Purchaser") and a direct wholly-owned subsidiary of 3M Company, a Delaware corporation ("3M"), to purchase all outstanding shares of common stock, par value $0.001 (the "Shares"), of Cogent, Inc., a Delaware corporation ("Cogent"), at a price of $10.50 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 September 10, 2010 (the "Offer to Purchase"), which is annexed to and filed with this Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal and Notice of Guaranteed Delivery, which are annexed to and filed with this Schedule TO as Exhibits (a)(1)(B) and (a)(1)(C), respectively, which, together with any amendments or supplements thereto, collectively constitute the "Offer."
The information set forth in the section of the Offer to Purchase entitled "Summary Term Sheet" is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the subject company and the issuer of the securities to which this Schedule TO relates is Cogent, Inc., a Delaware corporation. Cogent's principal executive offices are located at 639 North Rosemead Boulevard, Pasadena, California 91107. Cogent's telephone number at such address is (626) 325-9600.
(b) This Schedule TO relates to the outstanding shares of Common Stock, par value $0.001 per share, of Cogent. According to Cogent's public filings, as of August 27, 2010, there were an aggregate of (i) 88,389,700 Shares issued and outstanding, (ii) outstanding options to purchase 1,144,226 Shares and 16,000,000 Shares reserved for issuance under Cogent's Stock Plans (as defined in the Merger Agreement attached hereto as Exhibit (d)(1)), and (iii) outstanding restricted stock units, payable on a one-for-one basis, with respect to 997,699 shares of Company Common Stock.
(c) The information set forth in Section 6—"Price Range of Shares; Dividends" of the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
This Schedule TO is being filed by Purchaser and 3M. The information set forth in Section 9—"Certain Information Concerning Purchaser and 3M" in the Offer to Purchase and in Schedule A of the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
The information set forth in the Offer to Purchase is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations and Agreements.
The information set forth in the sections of the Offer to Purchase entitled "Summary Term Sheet" and "Introduction," and Sections 9, 10 and 11—"Certain Information Concerning Purchaser and 3M," "Background of the Offer; Contacts with Cogent" and "Purpose of the Offer and Plans for Cogent; Merger Agreement" of the Offer to Purchase is incorporated herein by reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
The information set forth in the sections of the Offer to Purchase entitled "Summary Term Sheet" and "Introduction," and Sections 6, 7 and 11—"Price Range of Shares; Dividends," "Possible Effects of
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the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations" and "Purpose of the Offer and Plans for Cogent; Merger Agreement" of the Offer to Purchase is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
The information set forth in Section 12—"Source and Amount of Funds" of the Offer to Purchase is incorporated herein by reference.
Item 8. Interest in Securities of the Subject Company.
The information set forth in Sections 9 and 11—"Certain Information Concerning Purchaser and 3M" and "Purpose of the Offer and Plans for Cogent; Merger Agreement" of the Offer to Purchase is incorporated herein by reference.
Item 9. Persons/Assets Retained, Employed, Compensated or Used.
The information set forth in the section of the Offer to Purchase entitled "Introduction" and Sections 10, 11 and 16—"Background of the Offer; Contacts with Cogent," "Purpose of the Offer and Plans for Cogent; Merger Agreement" and "Fees and Expenses" of the Offer to Purchase is incorporated herein by reference.
Item 10. Financial Statements.
Not applicable.
Item 11. Additional Information.
(a)(1) The information set forth in Sections 9, 10 and 11—"Certain Information Concerning Purchaser and 3M," "Background of Offer; Contacts with Cogent" and "Purpose of the Offer and Plans for Cogent; Merger Agreement" of the Offer to Purchase is incorporated herein by reference.
(a)(2), (3) The information set forth in Sections 11, 13 and 15—"Purpose of the Offer and Plans for Cogent; Merger Agreement," "Conditions of the Offer" and "Certain Legal Matters" of the Offer to Purchase is incorporated herein by reference.
(a)(4) The information set forth in Sections 7, 12 and 15—"Possible Effects of the Offer on the Market for the Shares; NASDAQ Listing; Exchange Act Registration and Margin Regulations," "Source and Amount of Funds" and "Certain Legal Matters" of the Offer to Purchase is incorporated herein by reference.
(a)(5) None.
(b) The information set forth in the Offer to Purchase is incorporated herein by reference.
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| (a)(1)(A) | Offer to Purchase, dated September 10, 2010 | |
| (a)(1)(B) | Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Indentification Number (TIN) on Substitute Form W-9) | |
| (a)(1)(C) | Form of Notice of Guaranteed Delivery | |
| (a)(1)(D) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| (a)(1)(E) | Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| (a)(5)(A) | Joint Press Release issued by 3M Company and Cogent, Inc. on August 30, 2010 (1) | |
| (a)(5)(B) | 3M Company Presentation to Cogent, Inc. Employees, dated August 30, 2010 (2) | |
| (a)(5)(C) | 3M Company Presentation to Cogent, Inc. Employees, dated August 30, 2010 (3) | |
| (a)(5)(D) | 3M Company Presentation for Morgan Stanley Global Industrials Conference, dated August 31, 2010 (4) | |
| (a)(5)(E) | 3M Company Presentation Transcript for Morgan Stanley Global Industrials Conference, dated August 31, 2010 (5) | |
| (a)(5)(F) | Form of summary advertisement, published September 10, 2010 in The Wall Street Journal | |
| (a)(5)(G) | Joint Press Release issued by 3M Company and Cogent, Inc. on September 10, 2010 | |
| (b) | Not applicable | |
| (c) | Not applicable | |
| (d)(1) | Agreement and Plan of Merger, dated as of August 29, 2010, by and among Ventura Acquisition Corporation, 3M Company and Cogent, Inc. (6) | |
| (d)(2) | Voting and Tender Agreement, dated as of August 29, 2010, by and among Ventura Acquisition Corporation, 3M Company and certain stockholders of Cogent, Inc. (7) | |
| (d)(3) | Confidentiality Agreement, dated as of July 31, 2008, by and between 3M Company and Cogent, Inc., as amended on May 31, 2010 | |
| (d)(4) | Retention Letter Agreement, dated as of August 29, 2010, by and among 3M Company, Cogent, Inc. and Ming Hsieh (8) | |
| (d)(5) | Retention Letter Agreement, dated as of August 29, 2010, by and among 3M Company, Cogent, Inc. and Paul Kim (9) | |
| (d)(6) | Retention Letter Agreement, dated as of August 29, 2010, by and among 3M Company, Cogent, Inc. and James Jasinski (10) | |
| (d)(7) | Retention Letter Agreement, dated as of August 29, 2010, by and among 3M Company, Cogent, Inc. and Michael Hollowich (11) | |
| (e) | Not applicable | |
| (f) | Not applicable | |
| (g) | Not applicable | |
| (h) | Not applicable |
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Item 13. Information Required by Schedule 13E-3.
Not applicable.
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.
| Dated: September 10, 2010 | 3M COMPANY | |||
By: |
/s/ GREGG M. LARSON Name: Gregg M. Larson Title: Deputy General Counsel and Secretary |
|||
VENTURA ACQUISITION CORPORATION |
||||
By: |
/s/ MICHAEL P. DELKOSKI Name: Michael P. Delkoski Title: President and Director |
|||
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| (a)(1)(A) | Offer to Purchase, dated September 10, 2010 | |
| (a)(1)(B) | Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number (TIN) on Substitute Form W-9) | |
| (a)(1)(C) | Form of Notice of Guaranteed Delivery | |
| (a)(1)(D) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| (a)(1)(E) | Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees | |
| (a)(5)(A) | Joint Press Release issued by 3M Company and Cogent, Inc. on August 30, 2010 (1) | |
| (a)(5)(B) | 3M Company Presentation to Cogent, Inc. Employees, dated August 30, 2010 (2) | |
| (a)(5)(C) | 3M Company Presentation to Cogent, Inc. Employees, dated August 30, 2010 (3) | |
| (a)(5)(D) | 3M Company Presentation for Morgan Stanley Global Industrials Conference, dated August 31, 2010 (4) | |
| (a)(5)(E) | 3M Company Presentation Transcript for Morgan Stanley Global Industrials Conference, dated August 31, 2010 (5) | |
| (a)(5)(F) | Form of summary advertisement, published September 10, 2010 in The Wall Street Journal | |
| (a)(5)(G) | Joint Press Release issued by 3M Company and Cogent, Inc. on September 10, 2010 | |
| (b) | Not applicable | |
| (c) | Not applicable | |
| (d)(1) | Agreement and Plan of Merger, dated as of August 29, 2010, by and among Ventura Acquisition Corporation, 3M Company and Cogent, Inc. (6) | |
| (d)(2) | Voting and Tender Agreement, dated as of August 29, 2010, by and among Ventura Acquisition Corporation, 3M Company and certain stockholders of Cogent, Inc. (7) | |
| (d)(3) | Confidentiality Agreement, dated as of July 31, 2008, by and between 3M Company and Cogent, Inc., as amended on May 31, 2010 | |
| (d)(4) | Retention Letter Agreement, dated as of August 29, 2010, by and among 3M Company, Cogent, Inc. and Ming Hsieh (8) | |
| (d)(5) | Retention Letter Agreement, dated as of August 29, 2010, by and among 3M Company, Cogent, Inc. and Paul Kim (9) | |
| (d)(6) | Retention Letter Agreement, dated as of August 29, 2010, by and among 3M Company, Cogent, Inc. and James Jasinski (10) | |
| (d)(7) | Retention Letter Agreement, dated as of August 29, 2010, by and among 3M Company, Cogent, Inc. and Michael Hollowich (11) | |
| (e) | Not applicable | |
| (f) | Not applicable | |
| (g) | Not applicable | |
| (h) | Not applicable |
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