Attached files
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| EX-99.1 - OTIX GLOBAL, INC. | v198900_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (date of earliest event reported) October 12, 2010
OTIX
GLOBAL, INC.
(Exact
name of registrant as specified in its charter)
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DELAWARE
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000-30335
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87-0494518
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(State
or other jurisdiction of
incorporation
or organization)
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(Commission
file number)
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(I.R.S.
Employer
Identification
No.)
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4246
South Riverboat Road, Suite 300
Salt
Lake City, UT 84123
(Address
of principal executive offices)
(801)
312-1700
(Registrant’s
telephone number, including area code)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
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o
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Written
Communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01. Other Events.
On
October 12, 2010, Otix Global, Inc. (“Otix”) received a revised proposal from GN
ReSound A/S (“GN”) to acquire Otix at a price of $11.00 per common
share. This represents a premium of $1.00 per share over the William
Demant Holding A/S (“Demant”) per share offer contained in the First Amendment
to the Agreement and Plan of Merger, dated October 6, 2010. In
addition to the premium of $1.00 per share, GN increased the termination fee
payable to $8 million, from $5 million, removed the closing conditions
originally set forth in Section 6.03 (d) and (e) of the original merger
agreement (the First Amendment to the Agreement and Plan of Merger with Demant,
dated October 6, 2010 also removed these two conditions), and also
removed the following
language from Section 6.03 (c) regarding a scenario in which a governmental
agency could impose conditions on the transaction which may cause the acquirer
to cancel the transaction: “without such consents being subject to conditions
that, in the reasonable opinion of the Parent, are unacceptable.” All other
terms are substantially the same.
GN has
indicated they have completed due diligence. They further provided a letter from
their credit provider in which their credit provider indicated that GN has more
than sufficient available committed credit facilities to facilitate the
acquisition of Otix.
Otix’s
board of directors will evaluate GN’s proposal to determine whether it currently
constitutes a superior proposal. If Otix’s board of directors determines in its
good faith judgment, after consultation with its advisors, that the GN proposal
currently constitutes a superior proposal, then Otix’s board of directors will
authorize management to notify Demant of their decision to recind their
recommendation of the Demant offer and recommend the GN offer to our
stockholders for their approval. Thereafter, Demant will have three days to
respond to the offer before the board’s decision becomes public.
A copy of
the press release issued by GN Store Nord A/S, the parent company of GN, in
conjunction with this proposal is filed as Exhibit 99.1 to this report and
incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
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99.1
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GN
Store Nord A/S press release, dated October 12,
2010.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned duly
authorized.
Dated: October
13, 2010.
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OTIX
GLOBAL, INC.
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/s/ Michael M. Halloran
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Michael
M. Halloran
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Vice
President and Chief Financial
Officer
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