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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 1)
CLICK COMMERCE, INC.
(Name of Subject Company (Issuer))
ITW LEAP CORP.
a wholly owned subsidiary of
ILLINOIS TOOL WORKS INC.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
18681D 20 8
(CUSIP Number of Class of Securities)
James H. Wooten, Jr.
Vice President, General Counsel and Secretary
Illinois Tool Works Inc.
3600 W. Lake Avenue
Glenview, Illinois 60026
(847) 724-7500
(Name, address and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
With a copy to:
James T. Lidbury
Mayer, Brown, Rowe & Maw LLP
71 South Wacker Drive
Chicago, Illinois 60606
Telephone: (312) 782-0600
CALCULATION OF FILING FEE
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Transaction Valuation*
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Amount of Filing Fee** |
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$300,151,306
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$32,116 |
*Estimated for purposes of calculating the amount of the filing fee only, in accordance with
Rule 0-11(d) under the Securities Exchange Act of 1934, as amended (the Exchange Act). The
calculation of the transaction value assumes the purchase of (i) 12,235,036 outstanding shares of
common stock of Click Commerce, Inc., a Delaware corporation (the Company), and (ii) 958,428
shares of common stock subject to outstanding options, each at an offer price of $22.75 per share.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of the Exchange Act, is
equal to $107 per $1,000,000 of the value of the transaction.
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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: $32,116 Filing Party: Illinois Tool Works Inc. and ITW Leap Corp. |
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Form or Registration No.: Schedule TO Date Filed: September 18, 2006 |
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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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ý third-party tender offer subject to Rule 14d-1. |
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o issuer tender offer subject to Rule 13e-4. |
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o going-private transaction subject to Rule 13e-3. |
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o 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. o
Amendment No. 1 to Schedule TO
This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO (the
Schedule TO) filed initially with the Securities and Exchange Commission on September 18, 2006 by
Illinois Tool Works Inc., a Delaware corporation (Parent) and ITW Leap Corp., a Delaware
corporation (Sub) and wholly owned subsidiary of Parent, relating to the tender offer (the
Offer) by Sub to purchase all of the outstanding shares of common stock, par value $.001 per
share (the Company Common Stock), of Click Commerce, Inc., a Delaware corporation (the
Company), at a price per share of Company Common Stock equal to $22.75 (the Offer Price), net
to the seller in cash, without interest.
The terms and conditions of the offer are described in the Offer to Purchase dated September
18, 2006 (the Offer to Purchase), a copy of which was filed as Exhibit (a)(1)(i) to the Schedule
TO, and the related Letter of Transmittal for tender of Common Shares and instructions thereto, a
copy of which was filed as Exhibit (a)(1)(ii) to the Schedule TO (which, as they may be amended or
supplemented from time to time, together constitute the Offer). Terms used but not otherwise
defined herein shall have the meanings assigned to them in the Offer to Purchase.
Item 4. Terms of the Transaction.
Summary Term Sheet.
The following new subsection is hereby inserted immediately after the subsection entitled Merger
After Tender Offer on page 3 of the Offer to Purchase:
Merger Agreement.
Timing and Price. The offer is being made pursuant to an Agreement and Plan of Merger dated
as of September 5, 2006, among Click Commerce, Illinois Tool Works and Sub pursuant to
which, after completion of the offer and satisfaction or waiver of certain conditions, Sub
will be merged with and into Click Commerce and Click Commerce will be the surviving
corporation. The offer will expire at 12:00 midnight, New York City time, on October 16,
2006 unless the offer is extended, in which case the expiration date of the offer will be
the latest time and date the offer, as extended, expires. The consummation of the merger is
expected to occur shortly after the expiration of the offer. On the effective date of the
merger, each outstanding share of Click Commerce common stock will by virtue of the merger,
be cancelled and converted into the right to receive $22.75 per share in cash, or any higher
price per share paid pursuant to the offer, without interest thereon. The merger agreement
is more fully described in Section 11 of this Offer to Purchase
entitled The Merger
Agreement; Other Arrangements.
Conditions to Effect the Merger. The merger agreement provides that the respective
obligations of each party to effect the merger are subject to the satisfaction or waiver of
the following conditions: (i) if required, Click Commerce shall have obtained stockholder
approval; (ii) no temporary restraining order, preliminary or permanent injunction or other
order or other legal restraint or prohibition preventing or imposing any conditions or
limitations on the consummation of any of the transactions shall be in effect; (iii) the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended,
shall have been terminated or shall have expired and any consents, approvals and filings
under any foreign antitrust law, the absence of which would prohibit the merger, shall have
been obtained or made; and (iv) Sub shall have accepted shares of Click Commerce common
stock for payment pursuant to the offer, provided that this condition shall not be
applicable if, in breach of the merger agreement or the terms of the offer, Sub fails to
purchase shares of Click Commerce common stock validly tendered and not withdrawn.
Effect of Termination; Fees and Expenses. Click Commerce would be required to pay Illinois
Tool Works a $10,000,000 termination fee under certain circumstances if the merger agreement
is terminated in accordance with its terms. See Section 11 of
this Offer to Purchase ¯ The
Merger Agreement; Other Arrangements.
The subheading entitled Return of Tendered Shares on page 4 of the Offer to Purchase is hereby
amended and restated as follows:
We will accept for payment, purchase and pay for all shares which have been validly
tendered and not properly withdrawn promptly following expiration of the offer when all
conditions to the offer have been satisfied or waived by us. If any of the shares you
tender are not accepted for purchase for any reason, certificates representing such shares
will be promptly returned to you or to the person you specify in your tendering document
following the termination or expiration of the offer. See Section 2 of this offer to
purchase Acceptance of Payment and Payment for
Shares.
The Tender Offer.
The following sentence is hereby inserted immediately after the third sentence of the third
paragraph under the subheading Extension of the Offer on page 7 of the Offer to Purchase:
Pursuant to Rule 14d-7 under the Exchange Act, withdrawal rights will not be available for
Shares tendered during any such subsequent offering period.
The sixth paragraph under the subheading Acceptance for Payment and Payment for Shares on page 9
of the Offer to Purchase is hereby amended and restated as follows:
If Sub does not purchase any tendered Shares pursuant to the Offer for any reason, or if a
holder of Shares submits Share Certificates representing more Shares than are tendered,
Share Certificates representing unpurchased or untendered Shares will be returned, without
expense to the tendering stockholder (or, in the case of Shares tendered by book-entry
transfer into the Depositarys account at the Book-Entry Transfer Facility pursuant to the
procedure set forth in Section 3 of this Offer to Purchase entitled Procedures for
Accepting the Offer and Tendering Shares, such Shares will be credited to an account
maintained at the Book-Entry Transfer Facility), promptly following the expiration or
termination of the Offer.
The Merger Agreement.
The final sentence of the third paragraph under the subheading The Merger Agreement on page 18 of
the Offer to Purchase is hereby amended and restated as follows:
On the terms and subject to the conditions of the Offer and the Merger Agreement, Sub shall
pay for all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes
obligated to purchase pursuant to the Offer promptly after the expiration of the Offer and,
during any extension of the Offer pursuant to a subsequent offering period, promptly after
such Shares are validly tendered.
Conditions of the Offer.
The following paragraph is hereby inserted immediately prior to the final paragraph under the
heading Conditions of the Offer on page 29 of the Offer to Purchase:
As used in the foregoing, the term Company Material Effect means a material adverse
effect on the business, assets and liabilities (taken together), results of operations or
financial condition of the Company and the Company Subsidiaries taken as a whole, or a
material adverse effect on the ability of the Company to perform its obligations under the
Merger Agreement or on the ability of the Company to consummate the Offer, the Merger and
the other Transactions, other than effects relating to (A) changes, effects, events,
occurrences or circumstances that generally affect the software industry, and that do not
have a materially disproportionate impact on the Company and the Company Subsidiaries, taken
as a whole, (B) general economic, financial or securities market conditions in the United
States or elsewhere, (C) the announcement or consummation of the Transaction Agreements or
the Transactions, (D) any act or threat of terrorism or war anywhere in the world, any armed
hostilities or terrorist activities anywhere in the world or any government or other
response or reaction to any of the foregoing, or (E) the taking of any action by Parent or
Sub or any action taken by the Company or any Company Subsidiary approved or consented to by
Parent or Sub. As used in the foregoing, the term Parent Material Effect means a material
adverse effect on the ability of Parent or Sub to perform its obligations under this
Agreement or on the ability of Parent or Sub to consummate the
Offer, the Merger and the other Transactions.
The three full lines following subparagraph (i) on page 29 in Section 15 of the Offer to Purchase
are hereby amended and restated as follows:
which, in the reasonable judgment of Sub or Parent, in any such case, and regardless of the
circumstances giving rise to any such condition makes it inadvisable to proceed with such
acceptance for payment or payment.
SIGNATURES
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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ILLINOIS TOOL WORKS INC.
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/s/ James H. Wooten, Jr.
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By: James H. Wooten, Jr. |
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Title: |
Vice President, General Counsel
and Corporate Secretary |
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ITW LEAP CORP.
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/s/ James H. Wooten, Jr.
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By: James H. Wooten, Jr. |
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Title: |
Vice President and Secretary |
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Dated: October 3, 2006