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Solicitation, recommendation statements

SCHEDULE 14D-9

(Amendment No. 6)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

Common Stock, par value $0.01 per share (Title of Class of Securities)

(CUSIP Number of Class of Securities)

Senior Vice President - General Counsel

The Fresh Market, Inc. 628 Green Valley Road, Suite 500 Greensboro, NC 27408 (336) 272-1338

(Name, address and telephone number of person authorized to receive notices and communications on behalf of the persons filing statement)

Cravath, Swaine & Moore LLP

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 6 to Schedule 14D-9 (this “ Amendment ”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed with the Securities and Exchange Commission (the “ SEC ”) on March 25, 2016, as amended and supplemented by Amendment No. 1 filed with the SEC on March 31, 2016, Amendment No. 2 filed with the SEC on April 4, 2016, Amendment No. 3 filed with the SEC on April 5, 2016, Amendment No. 4 filed with the SEC on April 11, 2016 and Amendment No. 5 filed with the SEC on April 13, 2016 (together with the Exhibits or Annexes thereto and as amended or supplemented from time to time, the “ Schedule 14D-9 ”) by The Fresh Market, Inc., a Delaware corporation (“ TFM ”, “ we ” or “ us ”). The Schedule 14D-9 relates to the cash tender offer by Pomegranate Merger Sub, Inc., a Delaware corporation (“ Purchaser ”), and a wholly owned subsidiary of Pomegranate Holdings, Inc., a Delaware corporation (“ Parent ”), disclosed in the Tender Offer Statement on Schedule TO (together with the Exhibits or Annexes thereto and as amended or supplemented from time to time, the “ Schedule TO ”), filed by Purchaser, Parent and Apollo Management VIII, L.P. (“ Management VIII ”) with the SEC on March 25, 2016, pursuant to which Purchaser has offered to purchase all of the outstanding shares of common stock, par value $0.01 per share, of TFM (the “ Shares ”) at a purchase price of $28.50 per Share, net to the seller in cash, without interest thereon, less any applicable tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 25, 2016 (as amended or supplemented from time to time, the “ Offer to Purchase ”), and in the related Letter of Transmittal (the “ Letter of Transmittal ”, which, together with the Offer to Purchase and any amendments or supplements thereto from time to time, constitutes the “ Offer ”), copies of which were incorporated by reference in the Schedule 14D-9 as Exhibits (a)(1)(A) and (a)(1)(B), respectively.

Capitalized terms used but not otherwise...


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