UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 2)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
MANNATECH, INCORPORATED
(Name Of Subject Company (Issuer) And Filing Person (Offeror))
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
563771203
(CUSIP Number of Common Stock)
Erin Barta, Esq.
General Counsel and Corporate Secretary
1410 Lakeside Parkway, Suite 200
Flower Mound, Texas 75028
(972) 471-7400
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With a copy to:
Matthew D. Bivona
Akin Gump Strauss Hauer & Feld LLP
2300 N. Field Street, Suite 1800
Dallas, Texas 75201
(214) 969-2702
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount Of Filing Fee** | ||||
| $5,000,000 | $649 | ||||
* The transaction value is estimated only for purposes of calculating the filing fee. This amount is based on the offer to purchase up to $5 million in value of shares of the common stock, par value $0.0001 per share.
** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $129.80 per million dollars of the value of the transaction.
ý Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| Amount Previously Paid: | $649 | Filing Party: | Mannatech, Incorporated | |||||||||||||||||
| Form or Registration No.: | Schedule TO-I | Date Filed: | May 29, 2020 | |||||||||||||||||
☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ third-party tender offer subject to Rule 14d-1.
ý issuer tender offer subject to Rule 13e-4.
☐ going-private transaction subject to Rule 13e-3.
☐ amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐ Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
Explanatory Note
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO filed with the United States Securities and Exchange Commission (the “SEC”) by Mannatech, Incorporated, a Texas corporation (“Mannatech” or the “Company”), on May 29, 2020, as amended and supplemented on June 9, 2020 (together with any amendments and supplements hereto, the “Schedule TO”) This Schedule TO relates to the offer by the Company to purchase up to $5 million in value of shares of its common stock, par value $0.0001 per share (the “Shares”), at a price not greater than $17.00 nor less than $15.00 per Share, to each seller in cash, less any applicable withholding taxes and without interest.
Only those items amended or supplemented are reported in this Amendment No.2. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No.2 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 2 together with the Schedule TO, the Offer to Purchase, dated May 29, 2020, and the related Letter of Transmittal.
ITEMS 11. ADDITIONAL INFORMATION
Item 11 is hereby amended and supplemented as follows:
On June 26, 2020, the Company issued a press release announcing the preliminary results of the tender offer, which expired at 12:00 midnight, New York City time, at the end of Thursday, June 25, 2020. A copy of such press release is filed as Exhibit (a)(5)(v) to this Schedule TO and is incorporated herein by reference
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and restated as follows:
Offer to Purchase, dated May 29, 2020. | |||||
Letter of Transmittal (including IRS Form W-9). | |||||
Notice of Guaranteed Delivery. | |||||
Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. | |||||
Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. | |||||
(a)(2) | Not applicable. | ||||
(a)(3) | Not applicable. | ||||
(a)(4) | Not applicable. | ||||
Press Release, dated May 28, 2020, titled "Mannatech Announces Intent to Commence a Cash Tender Offer to Purchase up to $5 Million of its Common Stock." | |||||
Email to Associates, dated May 28, 2020, titled "Mannatech Announces Intent to Commence a Cash Tender Offer for up to $5 Million of its Common Stock." (Revised June 9, 2020). | |||||
Press Release, dated May 29, 2020, titled "Mannatech Commences Cash Tender Offer to Purchase up to $5 Million of its Common Stock." | |||||
Email to Employees, dated May 29, 2020, titled "Email Communication to Employees of Mannatech, Incorporated." | |||||
Press Release, dated June 26, 2020, titled "Mannatech Announces Preliminary Results of Tender Offer." | |||||
(b) | Not applicable. | ||||
| (c) | Not applicable. | ||||
| Mannatech, Incorporated 2017 Stock Incentive Plan. (Filed as Exhibit 4.1 to Form S-8, filed on August 22, 2019 and incorporated herein by reference). | |||||
| First Amendment to Mannatech, Incorporated 2017 Stock Incentive Plan (Filed as Exhibit 10.1 to Form 10-Q for the quarter ended June 30, 2019, filed on August 7, 2019 and incorporated herein by reference). | |||||
| Form of Performance Stock Unit Award Agreement. (Filed as Exhibit 10.2 to Form 10-Q for the quarter ended June 30, 2017, filed on August 8, 2017 and incorporated herein by reference). | |||||
| Form of Stock Option Award Agreement. (Filed as Exhibit 10.3 to Form 10-Q for the quarter ended June 30, 2017, filed on August 8, 2017 and incorporated herein by reference). | |||||
| Form of Restricted Stock Unit Award Agreement. (Filed as Exhibit 10.4 to Form 10-Q for the quarter ended June 30, 2017, filed on August 8, 2017 and incorporated herein by reference). | |||||
| Form of Stock Appreciation Rights Award Agreement. (Filed as Exhibit 10.5 to Form 10-Q for the quarter ended June 30, 2017, filed on August 8, 2017 and incorporated herein by reference). | |||||
| Form of Restricted Stock Award Agreement. (Filed as Exhibit 10.6 to Form 10-Q for the quarter ended June 30, 2017, filed on August 8, 2017 and incorporated herein by reference). | |||||
| Form of Performance Stock Award Agreement. (Filed as Exhibit 10.7 to Form 10-Q for the quarter ended June 30, 2017, filed on August 8, 2017 and incorporated herein by reference). | |||||
| Form of Stock Award Certificate. (Filed as Exhibit 10.3 to Form S-8, filed on August 26, 2008 and incorporated herein by reference). | |||||
(g) | Not applicable. | ||||
(h) | Not applicable. | ||||
* | Previously filed | ||||
** | Filed herewith | ||||
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3
Not applicable.
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.
| MANNATECH, INCORPORATED | ||||||||
Dated: June 26, 2020 | By: | /s/ Alfredo Bala | ||||||
| Alfredo Bala | ||||||||
| Chief Executive Officer | ||||||||
| (principal executive officer) | ||||||||
(a)(5)(v)
 | ||||||||
Mannatech Announces Preliminary Results of Tender Offer
(Flower Mound, Texas) June 26, 2020 – Mannatech, Incorporated ("Mannatech" or the "Company") (NASDAQ: MTEX), a global health and wellness company committed to transforming lives to make a better world, announced today the preliminary results of its modified Dutch auction tender offer, which expired at 12:00 midnight, New York City time, at the end of Thursday, June 25, 2020, to purchase up to an aggregate of $5 million in value of its outstanding common stock, par value $0.0001 per share, at a per share price not greater than $17.00 nor less than $15.00 per share (the "tender offer").
Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer (the "Depositary"), a total of 341,596 shares of common stock of the Company were properly tendered and not properly withdrawn at or below the price of $17.00 per share, excluding 500 shares that were tendered by notice of guaranteed delivery. Due to the tender offer being oversubscribed, the Company expects to purchase only a prorated portion of the shares of common stock properly tendered by each tendering shareholder (other than “odd lot” holders whose shares will be purchased on a priority basis) at or below the final per share purchase price.
In accordance with the terms and conditions of the tender offer and based on a preliminary count by the Depositary, the Company expects to accept for payment a total of 294,117 shares of common stock of the Company at a cash purchase price of $17.00 per share, for a total cash cost of approximately $5 million, excluding fees and expenses relating to the tender offer. Such shares of common stock represented approximately 12.31% of the Company's total outstanding shares as of April 30, 2020.
The Company anticipates to fund the share purchase in the tender offer from cash on hand.
The number of shares expected to be purchased in the tender offer, the cash purchase price per share, and the aggregate cash purchase price are preliminary and subject to change and are based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period. The final number of shares to be purchased in the tender offer, the final cash purchase price per share, and the final aggregate cash purchase price will be announced following the expiration of the guaranteed delivery period and the completion of the confirmation process by the Depositary. Payment for the shares accepted for purchase pursuant to the tender offer will occur promptly thereafter.
The Company's tender offer was made pursuant to an Offer to Purchase and Letter of Transmittal, each dated May 29, 2020.
About Mannatech
Mannatech, Incorporated is committed to transforming lives through the development of high quality integrated health, weight management, fitness and skin care products distributed through its global network of independent associates and members. The company has been operating for more than 25 years with operations in 25 markets^. For more information, visit Mannatech.com.
^ Mannatech operates in China under a cross-border e-commerce platform that is separate from its network marketing model.
Please Note: This release contains “forward-looking statements.” These forward-looking statements generally can be identified by use of phrases or terminology such as “may,” “will,” “should,” "hope," “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “approximates,” “predicts,” “projects,” “potential,” “preliminary,” and “continues” or other similar words or the negative of such terminology. Similarly, descriptions of Mannatech’s objectives, strategies, plans, goals or targets contained herein are also considered forward-looking statements. Mannatech believes this release should be read in conjunction with all of its filings with the United States Securities and Exchange Commission (the “SEC”) and cautions its readers that these forward-looking statements are subject to certain events, risks, uncertainties, and other factors. Some of these factors include, among others, Mannatech’s ability to complete the tender offer in a timely manner or at all, the price at which shares of Mannatech's common stock may trade on Nasdaq, which may be higher or lower than the purchase price in the tender offer, uncertainty as to the number of shares purchased in the tender offer, the outbreak of the novel coronavirus ("COVID-19") pandemic, Mannatech's inability to attract and retain associates and preferred customers, increases in
competition, litigation, regulatory changes, and its planned growth into new international markets. Although Mannatech believes that the expectations, statements, and assumptions reflected in these forward-looking statements are reasonable, it cautions readers to always consider all of the risk factors and any other cautionary statements carefully in evaluating each forward-looking statement in this release, as well as those set forth in its latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and other filings filed with the SEC, including its current reports on Form 8-K. All of the forward-looking statements contained herein speak only as of the date of this release.
Contact
Mannatech, Incorporated
Donna Giordano, 972-471-7849
Manager, Executive Office Administration
ir@mannatech.com
www.mannatech.com