UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
Amendment No. 3
Tender Offer Statement under Section 14(d)(1) of
the Securities
Exchange Act of 1934
PERDIGÃO S.A.
(Name of Subject Company)
SADIA S.A.
(Name of Filing Person - Offeror)
Common shares, no par value
(Title of Class of Securities)
71361V303
(CUSIP Number of Class of Securities)
Luiz Gonzaga Murat Junior
Chief Financial Officer and Director of Investor Relations
Rua Fortunato Ferraz, 365
Vila Anastacio, São Paulo, SP
05093-901 Brazil
(55 11) 2113-3465
(212) 878-8000
(Name, Address and Telephone Number of Person
Authorized to Receive
Notices and Communications on Behalf of the Person(s) Filing Statement)
Copies to:
Richard D. Pritz
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
(212) 878-8000
CALCULATION OF FILING FEE
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Transaction Valuation(1) |
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Amount of Filing Fee(2) |
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$1,688,622,054 |
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$180,683 |
(1) Estimated for purposes of calculating the amount of the filing fee only. Calculated based on (1) 133,957,152 shares, the number of outstanding shares according to the subject company’s Annual Report on Form 20-F for the year ended December 31, 2005, (2) the offer price of R$27.88 per common share and (3) the exchange rate of R$2.2117 = U.S.$1.00, based on the Federal Reserve Bank of New York’s noon buying rate on July 17, 2006.
(2) $107 per million dollars of transaction value.
x Check 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: $180,683.
Form or Registration No.: Schedule TO-T.
Filing Party: Sadia S.A.
Date Filed: July 18, 2006.
o Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes to designate any transactions to which this statement relates:
x third party tender offer subject to Rule 14d-1
o issuer tender offer subject to Rule 13e-4
o going-private transaction subject to Rule 13e-3
o 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. ¨
The offer and the offer to purchase are being amended to provide for an offer price of R$29.00, net in cash per share, without interest, on the terms and subject to the conditions specified in the offer to purchase, dated July 18, 2006, as amended hereby. The price is subject to adjustment by reference to the Wide National Consumer Price Index as published by the Brazilian Geography and Statistics Institute as more fully described in Section 2.4 of the Notice of Tender Offer. All other terms and conditions set forth in the offer to purchase shall remain unchanged.
Pursuant to General Instruction F to Schedule TO, the information set forth in the offer to purchase, as amended hereby, is incorporated herein by reference in response to Items 1 through 11 in this Schedule TO, except for those Items as to which information is specifically provided in Sadia’s Schedule TO, as amended.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:
(a)(5)(J) Notice of Material Event dated July 20, 2006.
SIGNATURE
After due 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.
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SADIA S.A. |
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By: |
/s/ Luiz Gonzaga Murat Junior |
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Name: |
Luiz Gonzaga Murat Junior |
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Title: |
Chief Financial Officer |
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Dated: July 21, 2006