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Stock Market & Financial Investment News

News Breaks
April 28, 2011
09:03 EDTRCRCRC2 Corporation offering period from Japan's Tomy Company expired completed
Japanese Tomy Company announced that the subsequent offering period of the tender offer for all of the outstanding shares of common stock of RC2 Corporation by Galaxy Dream Corporation, 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., NYC time, on Wednesday, April 27. A total of 19,466,438 shares of common stock of RC2 had been validly tendered, which represent approximately 89.9% of the outstanding shares of RC2. Purchaser has accepted for payment all shares validly tendered and not validly withdrawn during the initial offering period and all shares validly tendered during the subsequent offering period, and the consideration for all such shares either has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. 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. 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 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.
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