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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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PROXIMA CORPORATION
(Name of Subject Company)
PROXIMA CORPORATION
(Name of Person Filing Statement)
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COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)
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744287103
(CUSIP Number of Class of Securities)
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KENNETH E. OLSON
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
PROXIMA CORPORATION
9440 CARROLL PARK DRIVE
SAN DIEGO, CALIFORNIA 92121
(619) 457-5500
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications on behalf of the person filing this
Statement)
Copies to:
STEVE L. CAMAHORT, ESQ.
BROBECK, PHLEGER & HARRISON LLP
SPEAR STREET TOWER, ONE MARKET
SAN FRANCISCO, CALIFORNIA 94105-1000
(415) 442-0900
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This Amendment No. 2 amends and supplements the Solicitation/
Recommendation Statement on Schedule 14D-9 initially filed with the Securities
and Exchange Commission (the "Commission") on March 13, 1998 (the "Schedule
14D-9"), by Proxima Corporation, a Delaware corporation (the "Company"),
relating to the tender offer made by BD Acquisition Corp. ("Purchaser"), a
Delaware corporation and a wholly-owned subsidiary of ASK asa, a Norwegian
corporation ("Parent"), as set forth in a Tender Offer Statement on Schedule
14D-1, dated March 13, 1998 (as amended, the "Schedule 14D-1"), to purchase all
outstanding Shares at a price of $11.00 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 March 13, 1998 (as amended, the "Offer to
Purchase"), and the related Letter of Transmittal (which, together with any
supplements or amendments, collectively constitute the "Offer"). The Offer is
being made pursuant to an Agreement and Plan of Merger, dated as of March 8,
1998 (the "Merger Agreement"), by and among Parent, Purchaser and the Company.
Unless otherwise indicated, all capitalized terms used but not defined herein
shall have the meanings ascribed to them in the Schedule 14D-9.
ITEM 3. IDENTITY AND BACKGROUND.
The first sentence of the second paragraph of Item 3(b) of the
Schedule 14D-9 is hereby amended and restated in its entirety as follows:
"In addition, in July 1997 the Company's Board of Directors
authorized, and the Company subsequently entered into, severance
agreements (the "Agreements") with its executive officers (Messrs.
Gillies, Hansen, Kampfer, Tamkin, Vogt, Waites and Whittler)."
The last sentence of the third paragraph of Item 3(b) of the
Schedule 14D-9 is hereby amended and restated in its entirety as follows:
"The Continuation Periods are nine months, nine months, seven
months, seven months, nine months, six months and nine months for Messrs.
Gillies, Hansen, Kampfer, Tamkin, Vogt, Waites and Whittler,
respectively."
Item 3(b) of the Schedule 14D-9 is hereby amended by adding the
following information:
"As referred to in the press release of Parent issued March 9,
1998, filed as Exhibit 6 to this Schedule 14D-9, Kenneth E. Olson,
Chairman of the Board, President and Chief Executive Officer of the
Company, and Parent have an understanding, which has not been committed to
writing, that following consummation of the Merger Mr. Olson will serve as
an advisory member of Parent's board of directors and continue on an
at-will basis with the Company in the capacity he is currently serving as
an executive officer of the Company. In his capacity as an advisory
member of Parent's board of directors Mr. Olson will be entitled to
attend and observe meetings of Parent's board of directors for
informational purposes and in order to facilitate communication, but will
not be entitled to any other rights, including voting rights, accorded to
a full member of such board."
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
Background of the Offer
The eighth paragraph of Item 4 "The Solicitation or
Recommendation--Background of the Offer" of the Schedule 14D-9 is hereby amended
and restated in its entirety as follows:
"During the time period of June 1997 through August 20, 1997,
Bain & Company ("Bain"), an international management consulting firm,
conducted an analysis of the Company in order to assess the Company's
business strategy and prospects and make recommendations related thereto.
After extensive analysis, Bain made presentations to the Company's Board
on July 23, 1997 and August 20, 1997, concluding that a sale of the
Company offered the best opportunity for maximizing stockholder value."
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Board Considerations
The first sentence of paragraph no. 2 of Item 4 "The Solicitation or
Recommendation--Board Considerations" of the Schedule 14D-9 is hereby amended by
inserting after the phrase "the view of the Company's management" the following:
", which view was based in part on the analysis performed by Bain,"
The third sentence of paragraph no. 4 of Item 4 "The Solicitation or
Recommendation--Board Considerations" of the Schedule 14D-9 is hereby amended
and restated in its entirety as follows:
"In connection with delivering its opinion, Broadview made a
presentation to the Company's Board of Directors at its meeting on March
8, 1998 as to various financial and other matters underlying such opinion,
including the material financial analyses it performed in connection with
such opinion: (a) a review of public market value and trading multiples of
certain publicly traded information technology hardware distribution
companies, which implied per share valuations of Proxima ranging from
$8.60 to $10.36; (b) a review of certain transactions in the information
technology hardware distribution market segment with revenue between $50
million and $300 million, which implied a per share valuation of Proxima
of $9.59; (c) a review of premiums paid in merger and acquisition
transactions involving hardware vendors with values between $20 million
and $250 million since January 1, 1995, which implied per share valuations
of Proxima ranging from $9.24 to $12.27; and (d) a review of the present
value of the Company's potential future share price, which implied per
share valuations of Proxima ranging from $6.37 to $14.57;"
Attached as Exhibit 12 to the Schedule 14D-9 is the revised fairness
opinion, dated March 13, 1998, of Broadview Associates LLC ("Broadview") to the
Board of Directors of the Company to the effect that, as of such date, the
proposed cash consideration to be received by the Company's stockholders in the
Offer and the Merger is fair to the stockholders from a financial point of view.
The revised opinion replaces the opinion previously filed as Exhibit 4 to the
Schedule 14D-9 and is identical to such opinion except that the third sentence
of the last paragraph of the original opinion has been deleted.
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ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
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1 Agreement and Plan of Merger dated as of March 8, 1998 among Parent,
Purchaser and the Company*
2 Option Agreement dated as of March 8, 1998 among Parent, Purchaser and
the Company*
3 Stockholders Agreement dated as of March 8, 1998 among Parent,
Purchaser and Patrick Arrington, Richard E. Belluzzo, Robert W.
Johnson, Jeffrey M. Nash, Kenneth E. Olson and John M. Seiber as
selling stockholders*
4 Opinion of Broadview Associates LLC, dated March 8, 1998 (Attached to
Schedule 14D-9 mailed to stockholders as Annex B)*
5 Press Release of the Company, issued March 8, 1998*
6 Press Release of Parent, issued March 9, 1998*
7 Article Ninth of the Amended and Restated Certificate of Incorporation
of the Company*
8 Article Six of the By-Laws of the Company*
9 Letter dated March 13, 1998 from Kenneth E. Olson to the stockholders
of the Company (Included with Schedule 14D-9 mailed to stockholders)*
10 Complaint in Tisch v. Proxima Corporation, et al., Civil Action No.
16234NC, Court of Chancery in the State of Delaware*
11 Form of Severance Agreement between the Company and each of its
Executive Officers*
12 Revised Opinion of Broadview Associates LLC, dated March 8, 1998
* Previously filed.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
PROXIMA CORPORATION
Dated: March 31, 1998 By: /s/ KENNETH E. OLSON
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Chairman of the Board,
President and Chief Executive Officer
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EXHIBIT 12
[BROADVIEW ASSOCIATES LLC LETTERHEAD]
March 8, 1998
CONFIDENTIAL
Board of Directors
Proxima Corporation
9440 Carroll Park Drive
San Diego, CA 92121-9639
Dear Members of the Board:
We understand that Proxima Corporation ("Proxima" or the "Company"), ASK asa
("ASK")and BD Acquisition Corp., a wholly owned subsidiary of ASK (the "Sub"),
propose to enter into an Agreement and Plan of Merger (the "Agreement")
pursuant to which the Sub will offer to purchase (the "Offer") all of the
outstanding shares of Proxima common stock, $0.001 par value per share
("Proxima Common Stock"), for $11.00 cash per share (the "Consideration") and
subsequently merge with and into Proxima (the "Merger"). Pursuant to the
Merger, each issued and outstanding share of Proxima not acquired in the Offer
will be converted into the right to receive an amount of cash equal to the
Consideration. The terms and conditions of the above described Offer and
Merger (together the "Transaction") are more fully detailed in the Agreement.
You have requested our opinion as to whether the Consideration to be received
by Proxima shareholders in the Transaction is fair, from a financial point of
view, to Proxima shareholders.
Broadview Associates focuses on providing merger and acquisition advisory
services to information technology ("IT") companies. In this capacity, we are
continually engaged in valuing such businesses, and we maintain an extensive
database of IT mergers and acquisitions for comparative purposes. We are
currently acting as financial advisor to Proxima's Board of Directors and will
receive a fee from Proxima upon the successful conclusion of the Transaction.
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Proxima Corporation Board of Directors March 8, 1998
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In rendering our opinion, we have, among other things:
1.) reviewed the terms of the Agreement and the associated exhibits
thereto in the form of the draft dated March 7, 1998 furnished to us
by Rogers & Wells LLP on March 7, 1998 (which, for the purposes of
this opinion, we have assumed, with your permission, to be identical
in all material respects to the agreement to be executed);
2.) reviewed Proxima's annual report and Form 10-K for the fiscal year
ended March 31, 1997, including the audited financial statements
included therein, and Proxima's Form 10-Q for the nine months ended
December 31, 1997, including the unaudited financial statements
included therein;
3.) reviewed certain internal financial and operating information relating
to Proxima, including certain projections through December 31, 1998,
prepared and provided to us by Proxima management;
4.) participated in discussions with Proxima management concerning the
operations, business strategy, financial performance and prospects for
Proxima;
5.) reviewed the recent reported closing prices and trading activity for
Proxima Common Stock;
6.) compared certain aspects of the financial performance of Proxima with
public companies we deemed comparable;
7.) analyzed available information, both public and private, concerning
other mergers and acquisitions we believe to be comparable in whole or
in part to the Transaction;
8.) reviewed recent equity research analyst reports covering Proxima;
9.) assisted in negotiations and discussions related to the Transaction
among Proxima, ASK and their financial and legal advisors; and
10.) conducted other financial studies, analyses and investigations as we
deemed appropriate for purposes of this opinion.
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Proxima Corporation Board of Directors March 8, 1998
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In rendering our opinion, we have relied, without independent verification, on
the accuracy and completeness of all the financial and other information
(including without limitation the representations and warranties contained in
the Agreement) that was publicly available or furnished to us by Proxima. With
respect to the financial projections examined by us, we have assumed that they
were reasonably prepared and reflected the best available estimates and good
faith judgments of the management of Proxima as to the future performance of
Proxima. We have neither made nor obtained an independent appraisal or
valuation of any of Proxima's assets.
Based upon and subject to the foregoing, we are of the opinion that the
Consideration to be received by Proxima shareholders in the Transaction is
fair, from a financial point of view, to Proxima shareholders.
For purposes of this opinion, we have assumed that Proxima is not currently
involved in any material transaction other than the Transaction and those
activities undertaken in the ordinary course of conducting its business. Our
opinion is necessarily based upon market, economic, financial and other
conditions as they exist and can be evaluated as of the date of this opinion,
and any change in such conditions may impact this opinion.
This opinion speaks only as of the date hereof. It is understood that this
opinion is for the information of the Board of Directors of Proxima in
connection with its consideration of the Transaction and does not constitute a
recommendation to any Proxima shareholder as to whether such shareholder should
tender its shares in the Offer or as to how such shareholder should vote on the
Merger. This opinion may not be published or referred to, in whole or part,
without our prior written permission, which shall not be unreasonably withheld.
Broadview Associates hereby consents to references to and the inclusion of this
opinion in its entirety in the Schedule 14D-9 to be distributed to Proxima
shareholders in connection with the Transaction.
Sincerely,
/s/ Broadview Associates LLC
Broadview Associates LLC
