UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
Solicitation/Recommendation Statement under Section 14(d)(4)
of the Securities Exchange Act of 1934
(Amendment No. 12)
WILD OATS MARKETS, INC.
(Name of Subject Company)
WILD OATS MARKETS, INC.
(Names of Persons Filing Statement)
Common Stock, par value $0.001 per share
(including associated Preferred Stock purchase rights)
(Title of Class of Securities)
96808B107
(CUSIP Number of Class of Securities)
Gregory Mays
Chief Executive Officer and Chairman of the Board of Directors
1821 30th Street
Boulder, Colorado 80301
(303) 440-5220
(Name, address, and telephone numbers of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
Brian J. McCarthy, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Los Angeles, California 90071
(213) 687-5000
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer. |
This Amendment No. 12 (this “Amendment”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed on February 27, 2007, as amended on
March 15, 2007, March 22, 2007, April 25, 2007, May 23, 2007, June 6, 2007, June 19, 2007, July 23,
2007, August 13, 2007, August 16, 2007, August 20, 2007, and August 21, 2007 (the “Statement”), by
Wild Oats Markets, Inc., a Delaware corporation (the “Company”). The Statement relates to the cash
tender offer by WFMI Merger Co. (“Merger Sub”), a Delaware corporation and a wholly owned
subsidiary of Whole Foods Market, Inc., a Texas corporation (the “Purchaser”), disclosed in a
Tender Offer Statement on Schedule TO, dated February 27, 2007, as amended March 14, 2007, March
21, 2007, March 28, 2007, April 25, 2007, May 22, 2007, June 5, 2007, June 18, 2007, July 20, 2007,
August 10, 2007, August 16, 2007, August 17, 2007, August 20, and August 28, 2007 (the “Schedule
TO”), filed with the Securities and Exchange Commission, to purchase all of the outstanding common
stock, par value $0.001 per share, of the Company (the “Common Stock”), including the associated
rights to purchase Series A Junior Participating Preferred Stock, par value $0.001 per share, of
the Company (the “Rights”), issued pursuant to the Rights Agreement, dated as of May 22, 1998, as
amended, between the Company and Wells Fargo Bank, N.A., as successor in interest to Norwest Bank
Minneapolis, N.A, as rights agent (such Common Stock, together with the associated Rights, the
“Shares”), at a price of $18.50 per Share, net to the seller in cash, without interest thereon,
upon the terms and subject to the conditions set forth in the Offer to Purchase dated February 27,
2007 (the “Offer to Purchase”), and the related Letter of Transmittal, which were filed with the
Statement as Exhibits (a)(1) and (a)(2) thereto. Except as otherwise set forth below, the
information set forth in the Statement 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 ascribed to such terms in the Statement.
Item 8. Additional Information.
The subsection entitled Regulatory Approvals in Item 8 of the Statement is hereby amended by adding
the following paragraph to the end of such subsection:
On August 23, 2007, the appeals court denied the FTC’s request for a stay to preclude the
closing of the transactions pending the FTC’s appeal of the district court’s ruling. The appeals
court also dissolved the August 20, 2007 administrative injunction which had prevented the
transactions from going forward.
(r) Expiration of Offering Period; Completion of Offer.
On August 27, 2007, WFMI issued a press release announcing that the tender offer had expired
at 5:00 pm, New York City time, on that same day and the results thereof, at which time, based on
the information provided by the depositary for the Offer, approximately 25,175,997 Shares were
tendered and not withdrawn prior to the expiration of the Offer and an additional 3,795,973 Shares
were tendered by notice of guaranteed delivery, which represents an aggregate of approximately
96.8% of all outstanding Shares. On August 28, 2007, Parent and the Company issued a joint press
release announcing that Parent had purchased approximately 84.1% of the Shares that were validly
tendered and not withdrawn prior to the expiration of the Offer and would purchase as delivered
over the next three business days the approximately 12.7% of the Shares subject to guaranteed
delivery, and intends to acquire all of the remaining outstanding Shares pursuant to the short-form
merger procedure available under Delaware law, in each case at the offer price of $18.50 per Share,
net to the seller in cash. Copies of these press releases are attached hereto as Exhibits (a)(16)
and (a)(17), respectively. As a result of the Merger, the Company will become a
wholly owned subsidiary of WFMI.
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