3//SEC Filing
ARCH CHEMICALS INC 3
Accession 0000930413-11-006768
CIK 0001072343operating
Filed
Oct 20, 8:00 PM ET
Accepted
Oct 21, 3:52 PM ET
Size
7.8 KB
Accession
0000930413-11-006768
Insider Transaction Report
Form 3
LG Acquisition Parent Corp.
10% Owner
Holdings
- 1,000
Common Stock
Footnotes (4)
- [F1]In accordance with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 10, 2011, by and among Arch Chemicals, Inc. ("Arch"), Lonza Group Ltd. ("Lonza") and LG Acquisition Corp. ("Purchaser"), on July 15, 2011, Purchaser (an indirect, wholly-owned subsidiary of Lonza) commenced a cash tender offer (the "Offer") to purchase all outstanding shares of the common stock, par value $1.00 per share, of Arch (the "Shares") at a price of $47.20 per Share, without interest thereon and less any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 15, 2011, and in the related Form of Letter of Transmittal, each as amended and supplemented from time to time, included as exhibits to the Tender Offer Statement on Schedule TO filed by Lonza and Purchaser with the SEC on July 15, 2011.
- [F2]The initial offering period of the Offer (as previously extended, the "Initial Offering Period") expired at 12:00 midnight, New York City time, on October 14, 2011. An aggregate of approximately 23,372,120 Shares (including 2,703,910 Shares subject to guaranteed delivery procedures) were validly tendered and not properly withdrawn prior to the expiration of the Initial Offering Period, representing approximately 91.9% of the Shares outstanding as of October 14, 2011. On October 17, 2011, Purchaser accepted for payment all Shares validly tendered and not properly withdrawn during the Initial Offering Period (including Shares subject to guaranteed delivery procedures).
- [F3]In addition, Purchaser provided a subsequent offering period (the "Subsequent Offering Period") following the expiration of the Initial Offering Period. The Subsequent Offering Period expired at 12:00 midnight, New York City time, on October 19, 2011. An aggregate of approximately 1,023,756 additional Shares were validly tendered prior to the expiration of the Subsequent Offering Period, all of which Shares have been accepted for payment by Purchaser. On October 20, 2011, following the expiration of the Subsequent Offering Period, Purchaser paid for all shares validly tendered in the Offer. Following the expiration of the Subsequent Offering Period, Purchaser held a total of approximately 23,348,410 Shares (which excludes 1,047,465 Shares that remained subject to guaranteed delivery procedures upon the expiration of the Subsequent Offering Period), representing approximately 91.8% of the Shares outstanding as of October 20, 2011.
- [F4]See Remarks.
Documents
Issuer
ARCH CHEMICALS INC
CIK 0001072343
Entity typeoperating
IncorporatedVA
Related Parties
1- filerCIK 0001072343
Filing Metadata
- Form type
- 3
- Filed
- Oct 20, 8:00 PM ET
- Accepted
- Oct 21, 3:52 PM ET
- Size
- 7.8 KB