SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
AEROGROW INTERNATIONAL, INC.
(Name of the Issuer)
AeroGrow International, Inc.
The Scotts Miracle-Gro Company
SMG Growing Media, Inc.
AGI Acquisition Sub, Inc.
(Names of Persons Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
00768M202
(CUSIP Number of Class of Securities)
AeroGrow International, Inc. | The Scotts Miracle-Gro Company | |
5405 Spine Road | 14111 Scottslawn Road | |
Boulder, Colorado 80301 | Marysville, Ohio 43041 | |
Phone: (303) 444-7755 | Phone: (937) 644-0011 | |
Attn: J. Michael Wolfe | Attn: Ivan C. Smith |
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)
With copies to
Hutchinson Black and Cook, LLC | Vorys, Sater, Seymour and Pease LLP | |
921 Walnut Street, Suite 200 | 52 East Gay Street | |
Boulder, Colorado 80302 | Columbus, Ohio 43215 | |
(303) 442-6514 | (614) 464-6400 | |
Attn: James L. Carpenter, Jr. | Attn: Adam L. Miller |
This statement is filed in connection with (check the appropriate box):
a. | ☒ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | ||
b. | ☐ | The filing of a registration statement under the Securities Act of 1933. | ||
c. | ☐ | A tender offer. | ||
d. | ☐ | None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐
Check the following box if the filing is a final amendment reporting the results of the transaction: ☒
Calculation of Filing Fee
Transaction valuation*
| Amount of filing fee**
| |
$20,066,226 | $2,189.23 |
* | The transaction valuation was calculated based upon (i) 34,328,036 shares of common stock issued and outstanding as of December 1, 2020 minus (ii) 27,639,294 shares of common stock beneficially owned by the Purchaser Parties and their respective affiliates (including Scotts Miracle-Gro), multiplied by $3.00 per share. |
** | In accordance with Exchange Act Rule 0-11, as amended, the filing fee of $2,189.23 was determined by multiplying the maximum aggregate value of the transaction of $20,066,226 by 0.0001091. |
☒ | Check the box if any part of the fee is offset as provided by Exchange Act 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: $2,189.23 | Filing Party: AeroGrow International, Inc. | |
Form or Registration No.: Schedule 14A | Date Filed: December 4, 2020 |
INTRODUCTION
This Amendment No. 3 (this “Final Amendment”) to the Transaction Statement on Schedule 13E-3 (as originally filed on December 4, 2020 and subsequently amended on January 12, 2021 and January 22, 2021 and, together with all exhibits thereto, the “Transaction Statement”) is being filed with the U.S. Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”), jointly by the following persons (each, a “Filing Person” and collectively, the “Filing Persons”): (i) AeroGrow International, Inc., a Nevada corporation (“AeroGrow” or the “Company”); (ii) The Scotts Miracle-Gro Company, an Ohio corporation (“Scotts Miracle-Gro”); (iii) SMG Growing Media, Inc. an Ohio corporation (“Parent”); and (iv) AGI Acquisition Sub, Inc., a Nevada corporation (“Merger Sub”).
This Transaction Statement relates to the Agreement and Plan of Merger, (as it may be amended from time to time, the “Merger Agreement”), dated as of November 11, 2020, by and among the Company, Parent, Merger Sub and, solely for the purposes stated in Section 6.4 of the Merger Agreement, Scotts Miracle-Gro. Pursuant to the Merger Agreement, on February 26, 2021, Merger Sub merged with and into AeroGrow with AeroGrow continuing as the surviving corporation in the merger (which we refer to as the “Merger”).
Except as otherwise set forth herein, the information set forth in the Transaction Statement remains unchanged and is incorporated by reference into this Final Amendment.
This Final Amendment is being filed pursuant to Rule 13e-3(d)(3) to report the results of the transactions that are the subject of this Transaction Statement.
While each of the Filing Persons acknowledges that the Merger is a “going private” transaction for purposes of Rule 13E-3 under the Exchange Act, the filing of this Transaction Statement shall not be construed as an admission by any Filing Person, or by any affiliate of a Filing Person, that AeroGrow is “controlled” by any of the Filing Persons and/or their respective affiliates.
All information contained in, or incorporated by reference into, this Transaction Statement concerning each Filing Person has been supplied by such Filing Person.
(c) Other material information. Item 15(c) is hereby amended and supplemented by adding the following at the end thereof:
On February 23, 2021, at a special meeting of the stockholders (the “Special Meeting”) of the Company, such stockholders voted to approve a proposal to approve the Merger Agreement and the transactions contemplated thereby (including the Merger) by the affirmative vote of a majority of the outstanding shares of Common Stock (as defined below) entitled to vote on such matter at the Special Meeting.
In accordance with the terms of the Merger Agreement, on February 26, 2021, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation in the Merger as a direct, wholly-owned subsidiary of Parent and an indirect, wholly-owned subsidiary of Scotts Miracle-Gro.
On February 25, 2021, the Company filed the Articles of Merger with the Secretary of State of Nevada, pursuant to which the Merger became effective at 10:00 a.m., Pacific Time, on February 26, 2021 (the “Effective Time”).
At the Effective Time, each share of common stock of the Company, par value $0.001 per share (the “Common Stock”) (other than Excluded Shares and Dissenting Shares (each as defined in the Merger Agreement)), issued and outstanding immediately prior to the Effective Time was automatically converted into the right to receive $3.00 in cash, without interest thereon and subject to any required withholding of taxes, and was cancelled.
Furthermore, in accordance with the Merger Agreement, at the Effective Time, as a result of the Merger, each share of common stock, par value $0.001 per share, of Merger Sub, issued and outstanding immediately prior to the Effective Time (all of which shares were held of record by Parent), was automatically converted into one share of common stock, par value $0.001 per share, of the Company, as the survivor of the Merger (the “Survivor Common Stock”), which share of Survivor Common Stock, as a result of the Merger, (i) comprises all of the issued and outstanding capital stock of the Company as the survivor of the Merger, and (ii) is held of record by Parent.
In connection with the consummation of the Merger, the Common Stock is no longer quoted on The OTCQB Marketplace operated by OTC Markets Group Inc., effective as of market close on February 26, 2021. The Company intends to file with the SEC a certification on Form 15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requesting the termination of the registration of the Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Section 13(a) and Section 15(d) of the Exchange Act.
Item 16. | Exhibits |
Regulation M-A Item 1016
* | Previously filed as an exhibit to the Schedule 13E-3 that was filed on December 4, 2020. |
** | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules to the SEC upon request. |
*** | Portions of this exhibit have been omitted pursuant to a request for confidential treatment and has been filed separately with the SEC. |
SIGNATURE
After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated as of February 26, 2021 | ||||||
AEROGROW INTERNATIONAL, INC. | ||||||
By: | /s/ J. Michael Wolfe | |||||
Name: | J. Michael Wolfe | |||||
Title: | President and Chief Executive Officer | |||||
THE SCOTTS MIRACLE-GRO COMPANY | ||||||
By: | /s/ Michael C. Lukemire | |||||
Name: | Michael C. Lukemire | |||||
Title: | President and Chief Operating Officer | |||||
SMG GROWING MEDIA, INC. | ||||||
By: | /s/ Michael C. Lukemire | |||||
Name: | Michael C. Lukemire | |||||
Title: | President | |||||
AGI ACQUISITION SUB, INC. | ||||||
By: | /s/ Peter Supron | |||||
Name: | Peter Supron | |||||
Title: | Vice President |