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Solicitation, recommendation statements






Solicitation/Recommendation Statement

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

(Amendment No. 3)

Adept Technology, Inc.

(Name of Subject Company)

Adept Technology, Inc.

(Names of Person(s) Filing Statement)

Common Stock, par value $0.001

(Title of Class of Securities)


(CUSIP Number of Class of Securities)

Seth Halio

Chief Financial Officer

Adept Technology, Inc.

5960 Inglewood Drive

Pleasanton, CA 94588

(925) 245-3400

(Name, address and telephone number of person authorized to receive notices and communications

on behalf of the person(s) filing statement)

With copies to:

This Amendment No. 3 (this Amendment ) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Adept Technology, Inc., a Delaware corporation (the Company or Adept ), initially filed with the Securities and Exchange Commission (the SEC ) on September 23, 2015, as amended by Amendment No. 1 dated October 5, 2015, and Amendment No. 2 dated October 7, 2015 (the Schedule 14D-9 ). The Schedule 14D-9 and this Amendment relate to the cash tender offer by Hoffman Acquisition Corp., a Delaware corporation ( Purchaser ) and wholly owned subsidiary of Omron Management Center of America, Inc., a Delaware corporation ( OMCA ), which is a wholly owned subsidiary of OMRON Corporation, a Japanese corporation ( OMRON ), as disclosed in the Tender Offer Statement on Schedule TO filed by OMCA and Purchaser with the SEC on September 23, 2015 (as amended or supplemented from time to time, the Schedule TO ), to purchase all of the outstanding shares of Common Stock at a price of $13.00 per share, net to the seller thereof in cash, without interest (the Offer Price ), subject to any withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 23, 2015 (as amended or supplemented from time to time, the Offer to Purchase ), and in the related Letter of Transmittal (as amended or supplemented from time to time, the Letter of Transmittal and, together with the Offer to Purchase, the Offer ). Copies of the Offer to Purchase and the Letter of Transmittal were filed as Exhibits (a)(1) and (a)(2), respectively, to the Schedule 14D-9.

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Schedule 14D-9.

Amendments to Schedule 14D-9

Item 4 of the Schedule 14D-9 under the heading Opinion of the Companys Financial Advisor Selected Public Company Analysis is hereby amended and supplemented by:

The tables below set forth information concerning the valuation multiples of the selected companies and the implied share price range for Common Stock derived...