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RC2 CP
Symbol U : RCRC
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TOMY Company, Ltd. Announces Extension of Subsequent Offering Period for Shares of RC2 Corporation

2011-04-26 05:00 ET - News Release


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 its wholly owned indirect subsidiary, Galaxy Dream Corporation (“Purchaser”) has extended the subsequent offering period of the tender offer for all of the outstanding shares of common stock of RC2 Corporation (NASDAQ:RCRC) (“RC2”), for $27.90 per share in cash, without interest and less any applicable withholding taxes. The subsequent offering period, as extended, will expire at 5:00 p.m., New York City time, Wednesday, April 27, 2011.

The depositary for the tender offer advised that, as of 12 midnight at the end of Monday, April 25, 2011, a total of 19,449,210 shares of common stock of RC2 (including 581,755 shares tendered pursuant to notices of guaranteed delivery in the initial offering period) had been validly tendered and not withdrawn in the initial offering period and subsequent offering period, which shares in the aggregate represent approximately 89.8% of the outstanding shares of RC2.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to the terms of the tender offer, Purchaser has accepted for payment all shares validly tendered and not validly withdrawn during the initial offering period and all shares validly tendered during the subsequent offering period, and the consideration for all such shares either has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.

The same $27.90 per share cash consideration offered during the initial offering period will be paid to holders of RC2 common stock who tender their shares during the subsequent offering period (as extended). The procedures for tendering shares during the subsequent offering period are the same as during the initial offering period, except that the guaranteed delivery procedures may not be used during the subsequent offering period and shares tendered during the subsequent offering period may not be withdrawn.

Following the completion of the subsequent offering period (as extended), if Purchaser obtains at least 90% of outstanding shares of RC2 through the tender offer or otherwise, TOMY intends to complete the acquisition of RC2 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 canceled 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. If necessary in order to accomplish the merger as a “short-form” merger, Purchaser intends to purchase additional shares of common stock of RC2 directly from RC2 at the same price paid in the tender offer pursuant to its “top-up” option provided for in the merger agreement. 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.

Notice to Investors

This press release is neither an offer to purchase nor a solicitation of an offer to sell any securities. The solicitation and the offer to buy shares of RC2 common stock is being made pursuant to an offer to purchase and related materials that the Purchaser and TOMY have filed on Schedule TO with the Securities and Exchange Commission. RC2 has also filed solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer with the Securities and Exchange Commission. The tender offer statement (including an offer to purchase, a related letter of transmittal and other offer documents) and the solicitation/recommendation statement contain important information that should be read carefully and considered before any decision is made with respect to the tender offer. These materials have been sent free of charge to all stockholders of RC2. In addition, all of these materials (and all other materials filed by RC2 with the Securities and Exchange Commission) are available at no charge from the Securities and Exchange Commission through its website at www.sec.gov. Free copies of the offer to purchase, the related letter of transmittal and certain other offering documents are also available from Okapi Partners, the information agent for the tender offer, by calling (877) 869-0171. Investors and security holders may also obtain free copies of the documents filed with the Securities and Exchange Commission by RC2 by directing a request to 1111 West 22nd Street, Suite 320, Oak Brook, Illinois 60523.

Contacts:

Okapi Partners
Bruce Goldfarb, 212-297-0720
Patrick McHugh, 212-297-0720

Source: RC2 Corporation

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