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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A NO. 2
SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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ADFLEX SOLUTIONS, INC.
(Name of Subject Company)
ADFLEX SOLUTIONS, INC.
(Name of Person Filing Statement)
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
006866107
(CUSIP Number of Class of Securities)
NEIL DIAL, PRESIDENT AND CHIEF OPERATING OFFICER
ADFLEX SOLUTIONS, INC.
2001 WEST CHANDLER BOULEVARD
CHANDLER, ARIZONA 85224
(602) 963-4584
(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person filing statement)
Copies of communications to:
KAREN C. MCCONNELL
ROBERT J. HACKETT
AUDREY V. DORCH
FENNEMORE CRAIG, P.C.
3003 NORTH CENTRAL AVENUE, SUITE 2600
PHOENIX, ARIZONA 85012
(602) 916-5000
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The Solicitation/Recommendation Statement on Schedule 14D-9 originally
filed on July 7, 1999, as amended and restated on July 27, 1999 (as amended and
restated, the "Schedule 14D-9"), by ADFlex Solutions, Inc., a Delaware
corporation (the "Company"), related to an offer by Innovex Acquisition Corp., a
Delaware corporation ("Purchaser") and a wholly-owned subsidiary of Innovex,
Inc., a Minnesota corporation ("Parent"), to purchase all outstanding shares of
common stock, par value $0.01 per share (the "Shares"), of the Company, is
hereby amended. The terms and conditions of the Offer are set forth in the
Purchaser's Offer to Purchase dated July 7, 1999, and the related Letter of
Transmittal (which together with any amendments or supplements thereto
constitute the "Offer Documents"), copies of which were filed as Exhibits to the
Tender Offer Statement on Schedule 14D-1, as amended, filed with the Commission
by Purchaser and Innovex, and the Schedule 14D-9.
Capitalized terms used herein without definition have the meanings given
to them in the Offer Documents.
ITEM 2. TENDER OFFER OF THE BIDDER
Item 2 is hereby amended and supplemented by the following:
At 12:00 midnight, New York City time, on August 3, 1999, the Offer
expired. Based on information provided by the Depositary, 6,865,119 Shares were
tendered to Purchaser in the offer, of which 94,086 Shares were tendered by
notices of guaranteed delivery. All of the tendered shares have been accepted
for payment. As a result, Purchaser now owns approximately 76% of the
outstanding Shares. A copy of the press release issued by Parent announcing the
expiration of the Offer and the acceptance for payment of validly tendered
Shares is attached hereto as Exhibit 21 and is incorporated herein by this
reference.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
Item 9 is hereby amended and supplemented by adding the following exhibit:
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EXHIBIT NO. DESCRIPTION
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21 -- Press Release issued by Parent on August 4, 1999
(incorporated by reference to Exhibit (a)(2) of Schedule
14D-1).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
ADFLEX SOLUTIONS, INC.
/s/ NEIL DIAL
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Neil Dial, President and
Chief Operating Officer
August 5, 1999
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Exhibit 21
NEWS RELEASE
INNOVEX, INC. CONTACT:
530 - 11th Avenue South Douglas W. Keller, V.P. of Finance
Hopkins, MN 55343
Telephone: 612-938-4155
Facsimile: 612-938-7718
Internet: ERROR! BOOKMARK NOT DEFINED.
INNOVEX, INC. COMPLETES TENDER OFFER FOR ADFLEX SOLUTIONS
August 4, 1999 -- Hopkins, MN -- Innovex, Inc. (Nasdaq: INVX) announced
today that it has successfully completed its tender offer to purchase shares of
common stock of ADFlex Solutions, Inc. ("ADFlex") for $3.80 per share. The
combined company is now the largest flexible circuit manufacturer in North
America.
As of the expiration of the offer, 6,865,119 shares of ADFlex stock
(approximately 76% of the outstanding shares) had been validly tendered and not
withdrawn in the offer (including those shares tendered pursuant to guaranteed
delivery procedures), all of which have been accepted by Innovex.
Following the consummation of the tender offer, ADFlex will merge into a
subsidiary of, and be wholly owned by, Innovex. Innovex expects to complete the
merger within the next few weeks.
Innovex is a diversified manufacturer of electrical components, primarily
flexible circuits, for the computer, medical and telecommunication markets.
Innovex is known worldwide for its excellence in advanced engineering and low
cost manufacturing.
