TOKYO & CHICAGO -- (Business Wire)
TOMY Company, Ltd. (Tokyo Stock Exchange, First Section: 7867) (“TOMY”),
a Japan-based leading global toy and infant products company, announced
today that the subsequent offering period of the tender offer for all of
the outstanding shares of common stock of RC2 Corporation (NASD:RCRC)
(“RC2”) by Galaxy Dream Corporation (“Purchaser”), a wholly owned
indirect subsidiary of TOMY, for $27.90 per share, net to the seller in
cash, without interest and less any applicable withholding taxes,
expired at 5:00 p.m., New York City time, on Wednesday, April 27, 2011.
The depositary for the tender offer advised that, as of the expiration
of the subsequent offering period, a total of 19,466,438 shares of
common stock of RC2 had been validly tendered, which shares in the
aggregate represent approximately 89.9% of the outstanding shares of
RC2. Pursuant to the terms of the tender offer, Purchaser has accepted
for payment all shares validly tendered and not validly withdrawn during
the initial offering period and all shares validly tendered during the
subsequent offering period, and the consideration for all such shares
either has been paid or will promptly be paid.
Pursuant to the terms and conditions set forth in the previously
announced Agreement and Plan of Merger, dated as of March 10, 2011, TOMY
intends to complete the acquisition of RC2 promptly through the merger
of Purchaser with and into RC2, with RC2 continuing as the surviving
corporation. Pursuant to the terms of the merger agreement, Purchaser
exercised its “top-up” option to purchase shares directly from RC2 at
the same price per share paid in the tender offer in an amount, when
taken together with shares purchased in the tender offer, sufficient to
enable Purchaser to effect the merger without a meeting of RC2’s
stockholders through the “short-form” merger procedure available under
Delaware law. As a result of the merger, any shares of common stock of
RC2 not tendered in the tender offer (other than shares held (i) in the
treasury of RC2 or by TOMY or Purchaser or any other direct or indirect
subsidiary of TOMY, which shares will be cancelled and extinguished or
(ii) by stockholders who validly exercise appraisal rights under
Delaware law with respect to such shares) will be canceled and converted
into the right to receive the same price of $27.90 in cash per share,
without interest and less any applicable withholding taxes, that was
paid in the tender offer. Following the merger, RC2 will become a wholly
owned indirect subsidiary of TOMY, and RC2’s common stock will cease to
be traded on the NASDAQ Global Select Market.

Contacts:
Okapi Partners
Bruce Goldfarb, 212-297-0720
Patrick McHugh,
212-297-0720
Source: RC2 Corporation
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