sctovtza
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
Komag, Incorporated
(Name of Subject Company)
State M Corporation,
a wholly owned subsidiary of
Western Digital Technologies, Inc.,
a wholly owned subsidiary of
Western Digital Corporation
(Name of Filing Persons (Offerors))
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
500453204
(CUSIP Number of Class of Securities)
Raymond M. Bukaty
Senior Vice President, Administration, General Counsel and Secretary
Western Digital Corporation
20511 Lake Forest Drive
Lake Forest, California 92630
(949) 672-7000
(Name,
Address and Telephone Numbers of Person Authorized to Receive Notices and Communications
on Behalf of Filing Persons)
With
a copy to:
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Steve L. Camahort, Esq.
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J. Jay Herron, Esq. |
Victoria D. Nassi, Esq.
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Andor D. Terner, Esq. |
OMelveny & Myers LLP
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OMelveny & Myers LLP |
Embarcadero Center West
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610 Newport Center Drive, 17th Floor |
275 Battery Street, Suite 2600
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Newport Beach, California 92660 |
San Francisco, California 94111
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(949) 760-9600 |
(415) 984-8700
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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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$995,610,777* |
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$30,565** |
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Estimated for purpose of calculating the filing fee only. The transaction valuation was
determined by multiplying the purchase price of $32.25 per share by the sum of (i) the
30,359,747 shares of common stock, par value $0.01 per share, of Komag, Incorporated
(the Shares), issued and outstanding as of June 27,
2007, and (ii) the 511,905
Shares that are issuable as of July 9, 2007 under outstanding Komag stock options with an exercise price of
less than $32.25 per Share. |
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The amount of filing fee is calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended. Such fee equals 0.00307% of the transaction value. |
þ
Check the box if any part of the fee is offset as provided by Rule 0-11 (a) (2) and identity
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$ |
30,565 |
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Filing Party:
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State M Corporation, Western Digital Technologies, Inc. and Western Digital Corporation |
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Form or Registration No.:
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Schedule TO
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Date Filed:
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July 11, 2007 |
o
Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
þ third-party offer subject to Rule 14d-1
o issuer tender offer subject to Rule 13e-4
o going-private transactions subject to Rule 13e-3
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: þ
This
Amendment No. 6 (this Amendment) amends and
supplements the Tender Offer Statement on Schedule TO (the
Schedule TO) filed with the Securities and Exchange
Commission on July 11, 2007, as amended on July 11, 2007,
July 24, 2007, August 2, 2007, August 10, 2007 and August 30, 2007, by (i) Western
Digital Corporation, a Delaware corporation (Parent), (ii) Western Digital Technologies, Inc., a
Delaware corporation (WDTI) and a wholly owned subsidiary of Parent, and (iii) State M
Corporation, a Delaware corporation (Offeror) and a wholly owned subsidiary of WDTI. This
Schedule TO relates to the offer by Offeror to purchase all outstanding shares of common stock,
$0.01 par value per share (the Shares), of Komag, Incorporated, a Delaware corporation (the
Company), at a purchase price of $32.25 per Share, net to the seller in cash without interest
thereon, less any required withholding taxes, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated July 11, 2007 (the Offer to Purchase) and in the related
Letter of Transmittal, copies of which have been filed as Exhibits
(a)(1)(A) and (a)(1)(B) to this Schedule TO (which,
together with any amendments or supplements thereto, collectively constitute the Offer).
The
information set forth in the Offer to Purchase (as amended hereby), including Annex I thereto, is hereby
incorporated by reference in answer to Items 1 through 11 of the Schedule TO, and is supplemented
by the information specifically provided in this Amendment.
Items 4 and 8. Terms of the Transaction and Interest in Securities of the Subject Company
Item 4 and Item 8 of the Schedule TO are hereby amended and supplemented by adding the
following to the end thereof:
The Offer expired at 7:00 a.m., New York City time, on Wednesday, September 5, 2007. Based
on preliminary information provided by Computershare Trust Company, N.A., the depositary for the
Offer, 28,894,569 Shares were tendered and not withdrawn in the Offer (including
Shares tendered by notice of guaranteed delivery), representing
approximately 95.2% of the Companys outstanding Shares (or
approximately 86.6% of the Companys outstanding Shares,
excluding Shares tendered by notice of guaranteed delivery). Together with
the Shares indirectly owned by Parent pursuant to the exercise of the Top-Up Option, Parent
controls in excess of 90% of the outstanding Shares. The Offeror accepted all of the properly
tendered Shares on September 5, 2007.
On
September 5, 2007, Parent issued a press release announcing the
results and expiration of the
Offer. The press release is contained in Exhibit (a)(1)(L) of Schedule TO and the information set
forth in the press release is incorporated herein by reference.
On September 5, 2007, Parent also announced that the closing of the second step merger of
the Offeror with and into the Company (the Merger), with the surviving corporation becoming a
wholly-owned subsidiary of WDTI, occurred today. The Merger was accomplished pursuant to Section
253 of the General Corporation Law of the State of Delaware providing for the Merger without a vote
of the Companys stockholders. All remaining stockholders of the Company who did not tender their
shares in the Offer or validly demand appraisal rights in accordance with Delaware law have the
right to receive the same $32.25 per Share paid in the Offer, net to the holder thereof in cash,
without interest, less any required withholding taxes.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit
and exhibit footnote:
(a)(1)(L) Press Release issued by Western Digital Corporation on September 5, 2007. (7)
(7) Incorporated by reference to the Form 8-K filed by Parent on September 5, 2007.
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.
Dated:
September 5, 2007
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STATE M CORPORATION
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By: |
/s/
Raymond M. Bukaty |
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Name: |
Raymond M. Bukaty |
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Title: |
Secretary |
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WESTERN DIGITAL TECHNOLOGIES, INC.
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By: |
/s/
Raymond M. Bukaty
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Name: |
Raymond M. Bukaty |
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Title: |
Senior Vice President, Administration, General
Counsel and Secretary |
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WESTERN DIGITAL CORPORATION
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By: |
/s/ Raymond M. Bukaty
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Name: |
Raymond M. Bukaty |
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Title: |
Senior Vice President, Administration,
General Counsel and Secretary |
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EXHIBIT INDEX
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Exhibit |
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No. |
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(a)(1)(A)
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Offer to Purchase, dated July 11, 2007. * |
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(a)(1)(B)
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Form of Letter of Transmittal. * |
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(a)(1)(C)
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Form of Notice of Guaranteed Delivery. * |
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(a)(1)(D)
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Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * |
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(a)(1)(E)
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Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies
and Other Nominees. * |
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(a)(1)(F)
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. * |
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(a)(1)(G)
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Form of Summary Advertisement as
published in The New York Times on July 11, 2007. **
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(a)(1)(H)
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Press Release issued by Western Digital Corporation and Komag, Incorporated on June 28,
2007. (1) |
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(a)(1)(I)
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Prepared Remarks for Conference Call conducted by Komag, Incorporated and Western Digital
Corporation on
June 28, 2007. (2) |
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(a)(1)(J)
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Transcript of Conference Call conducted by Komag, Incorporated and Western Digital
Corporation on June 28, 2007. (3) |
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(a)(1)(K)
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Press Release issued by Western Digital
Corporation on August 2, 2007. **
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(a)(1)(L)
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Press Release issued by Western Digital Corporation on September 5, 2007. (7)
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(b)(1)(A)
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Senior Financing Commitment Letter between Western Digital
Technologies, Inc., Goldman Sachs
Credit Partners L.P., Citigroup Global Markets Inc., JPMorgan Chase Bank, N.A. and J.P. Morgan
Securities Inc. **
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(b)(1)(B)
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Credit Agreement, dated August 30, 2007, among Western Digital Technologies, Inc.;
lenders party thereto; Goldman Sachs Credit Partners L.P., as administrative agent; Citicorp
Global Capital Markets and JPMorgan Chase Bank, N.A., as co-syndication agents; and Goldman
Sachs Credit Partners L.P., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as
arrangers. (6)
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(d)(1)
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Agreement and Plan of Merger, dated as of June 28, 2007, among Western Digital Corporation, State M Corporation
and Komag, Incorporated. (4) |
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(d)(2)
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Tender and Voting Agreement, dated
as of June 28, 2007, among Western Digital Corporation, State M
Corporation and the
individuals listed on the signature page thereto. (4) |
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(d)(3)
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Confidentiality Agreement, dated as
of June 13, 2007, between Western Digital Corporation and Komag,
Incorporated. ** |
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(d)(4)
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Volume Purchase Agreement, dated
June 6, 2005, by and between Komag, Incorporated, Komag USA
(Malaysia) Sdn, and Western Digital Corporation, as amended by Amendment No. 1
dated July 22, 2005, Amendment No. 2 dated
November 29, 2005 and Amendment No. 3 dated
January 31, 2006. (5) |
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(g)
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Not applicable. |
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(h)
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Not applicable. |
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Included in mailing to stockholders. Previously filed. |
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Previously filed. |
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(1) |
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Incorporated by reference to the Schedule TO-C filed by Parent on June 28, 2007. |
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(2) |
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Incorporated by reference to the Schedule TO-C filed by Parent on June 29, 2007. |
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(3) |
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Incorporated by reference to the Schedule TO-C filed by Parent on July 2, 2007. |
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(4) |
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Incorporated by reference to the Form 8-K filed by Parent on June 29, 2007. |
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(5) |
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Incorporated by reference to Exhibits 10.29 and 10.29.1 filed
with Parents Form 10-K filed on September 14, 2005 and to
Exhibits 10.29.2 and 10.29.3 filed with Parents Form 10-Q filed on February 8, 2006
(certain portions of these exhibits have been omitted pursuant to
confidential treatment requests filed separately with the Securities
and Exchange Commission). |
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(6) |
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Incorporated by reference to the Form 8-K filed by Parent on August 30, 2007. |
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(7) |
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Incorporated by reference to the Form 8-K filed by Parent on September 5, 2007. |