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
of the Securities Exchange Act of 1934
InterDigital, Inc.
(Name of Subject Company (Issuer))
(Name of Subject Company (Issuer))
InterDigital, Inc.
(Names of filing Persons (Offeror and Issuer))
(Names of filing Persons (Offeror and Issuer))
Common Stock, Par Value $0.01 per share
(Title of Class of Securities)
(Title of Class of Securities)
45867G101
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
(CUSIP Number of Class of Securities)
(Underlying Common Stock)
Joshua D. Schmidt, EVP, Chief Legal Officer and Corporate Secretary
InterDigital, Inc.
200 Bellevue Parkway, Suite 300
Wilmington, DE 19809-3727
(302) 281-3600
InterDigital, Inc.
200 Bellevue Parkway, Suite 300
Wilmington, DE 19809-3727
(302) 281-3600
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing person)
notices and communications on behalf of filing person)
Copies to:
David S. Huntington, Esq.
David A.P. Marshall, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
David A.P. Marshall, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
(212) 373-3000
Marisa D. Stavenas
John G. O’Connell
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000
John G. O’Connell
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
(212) 455-2000
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.
☒
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)
AMENDMENT NO. 2 TO SCHEDULE TO
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission by InterDigital, Inc., a Pennsylvania corporation (the “Company”), on January 23, 2023 (as previously amended, the “Schedule TO”) in connection with the offer by the Company to purchase for cash up to $200,000,000 of its common stock, $0.01 par value per share (the “shares”).
The Company’s offer (the “Offer”) is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 23, 2023, and previously filed as Exhibit (a)(1)(i) to the Schedule TO (the “Original Offer to Purchase”) as amended and supplemented by the Supplement to Offer to Purchase, dated February 6, 2023 and previously filed as Exhibit (a)(1)(ix) to the Schedule TO (the “Supplement” and, together with the Original Offer to Purchase, the “Offer to Purchase”), and in the related Amended Letter of Transmittal, dated February 6, 2023, previously filed as Exhibit (a)(1)(x) (the “Amended Letter of Transmittal,” and together with the Offer to Purchase, the “Offer Documents”).
The purpose of this Amendment No. 2 is to incorporate by reference the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed by the Company with Securities and Exchange Commission on February 15, 2023.
This Amendment No. 2 is being filed in accordance with Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as specifically provided herein, the information contained in the Schedule TO, the Offer Documents and the other documents that constitute part of the Offer remain unchanged. This Amendment No. 2 should be read in conjunction with the Schedule TO, the Offer Documents and the other documents that constitute part of the Offer, as each may be further amended or supplemented from time to time. Every item in the Schedule TO is automatically updated, to the extent such item incorporates by reference any section of the Offer to Purchase that is amended or supplemented therein. All capitalized terms used but not otherwise defined in this Amendment No. 2 have the meanings ascribed to such terms in the Offer to Purchase.
Items 10 and 11. Financial Statements; Additional Information.
Items 10 and 11(a) are hereby amended and supplemented as follows:
The “Additional Information” section of the Offer to Purchase is hereby amended to incorporate by reference the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed by the Company with the SEC on February 15, 2023.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit:
| (a)(5)(vii) | | | |
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.
Dated: February 15, 2023
INTERDIGITAL, INC.
By:
/s/ Joshua D. Schmidt
Name:
Joshua D. Schmidt
Title:
EVP, Chief Legal Officer and Corporate Secretary
EXHIBIT INDEX
| EXHIBIT NUMBER | | | DESCRIPTION | |
| (d)(xxxviii) | | | Offer Letter Between InterDigital and Liren Chen dated March 13, 2021 (filed as Exhibit 10.2 to InterDigital’s Quarterly Report on Form 10-Q filed on May 6, 2021, and incorporated herein by reference). | |
| (d)(xli) | | | Offer Letter between InterDigital, Inc. and Rajesh Pankaj dated June 16, 2022 (filed as Exhibit 10.5 to InterDigital’s Quarterly Report on Form 10-Q filed on August 4, 2022, and incorporated herein by reference). | |
| (g) | | | Not applicable. | |
| (h) | | | Not applicable. | |
| 107* | | | |
*
Previously filed
**
Filed herewith