UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

 

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

Resonant Inc.

(Name of Subject Company — Issuer)

 

PJ Cosmos Acquisition Company, Inc.

(Offeror)

 

Murata Electronics North America, Inc.

(Parent of Offeror)

 

Murata Manufacturing Co., Ltd.

(Other Person)

(Names of Filing Persons — Offeror, Issuer or Other Person)

 

Common Stock, par value $0.001 per share

(Title of Class of Securities)

 

76118L102

(CUSIP Number of Class of Securities)

 

PJ Cosmos Acquisition Company, Inc.
c/o Murata Electronics North America, Inc.

2200 Lake Park Drive
Smyrna, GA 30080-7604
Attn: Ken Matsuda, General Counsel

770-436-1300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

 

Copies to:

 

Robert B. Little

Jonathan M. Whalen

Gibson, Dunn & Crutcher LLP

2001 Ross Avenue, Suite 2100

Dallas, TX 75201

(214) 698-3260; (214) 698-3196

 

 

CALCULATION OF FILING FEE

     
Transaction Valuation*   Amount of Filing Fee*
Not applicable*   Not applicable*

 

* A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

 

¨ Check the 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: Not applicable.   Filing Party: Not applicable.
Form of Registration No.: Not applicable.   Date Filed: Not applicable.

 

x 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-l

  ¨ 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)

 

 

 

 

 

This filing relates solely to preliminary communications made before the commencement of a tender offer for the outstanding common stock, par value $0.001 per share, of Resonant Inc. (“Resonant”), a Delaware corporation, by PJ Cosmos Acquisition Company, Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Murata Electronics North America, Inc. (“Parent”), a Texas corporation and an indirect subsidiary of Murata Manufacturing Co., Ltd. (“Murata”), to be commenced pursuant to the Agreement and Plan of Merger, dated as of February 14, 2022 (the “Merger Agreement”), by and among Resonant, Purchaser and Parent.

 

Additional Information and Where to Find It

 

In connection with the proposed acquisition, Purchaser will commence a tender offer for the outstanding shares of Resonant. The tender offer has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Resonant, nor is it a substitute for the tender offer materials that Parent and Purchaser will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Parent and Purchaser will file tender offer materials on Schedule TO, and Resonant will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement will contain important information. Holders of shares of Resonant common stock are urged to read these documents carefully when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Resonant common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Resonant at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov.

 

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Resonant files annual, quarterly and special reports and other information with the SEC, which are available at the website maintained by the SEC at http://www.sec.gov.

 

Cautionary Notice Regarding Forward-Looking Statements

 

This document contains “forward-looking statements” relating to the proposed acquisition. In some cases, forward-looking statements may be identified by terminology such as “believe,” “may,” “will,” “should,” “predict,” “goal,” “strategy,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect,” “seek” and similar expressions and variations thereof. These words are intended to identify forward-looking statements. Resonant has based these forward-looking statements on current expectations and projections about future events and trends that it believes may affect the financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs of Murata and Resonant. Forward-looking statements are subject to significant known and unknown risks and uncertainties that may cause actual results, performance or achievements in future periods to differ materially from those assumed, projected or contemplated in the forward-looking statements, including, but not limited to, the following factors: the ability of Murata and Resonant to complete the transactions contemplated by the Merger Agreement in the anticipated timeframe or at all, including the parties’ ability to satisfy the conditions to the consummation of the offer contemplated thereby and the other conditions set forth in the Merger Agreement, the potential effects of the acquisition on Resonant, the participation of third parties in the consummation of the transaction and the combined company, the risk that stockholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability, uncertainties as to how many of Resonant’s stockholders will tender their shares in the offer, the risk that competing offers or acquisition proposals will be made, and other risks and uncertainties, including those set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Resonant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, which are on file with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at www.sec.gov. The information contained in this document is provided only as of the date hereof, and Murata does not undertake any obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.

 

 

 

Exhibit Index

 

Exhibit

No

  Description
   
99.1   Joint Press Release issued by Murata Electronics North America, Inc. and Resonant Inc., dated February 14, 2022
   
99.2   Notice Concerning Conclusion of Agreement to Acquire U.S.-based Resonant Inc. and Scheduled Commencement of Tender Offer, dated February 15, 2022.

 

 

Exhibit 99.1

 

Murata to acquire Resonant for $4.50 per share in cash

 

Acquisition enhances Murata’s position as a leading global provider of RF system solutions and filter products

 

KYOTO and AUSTIN, TX, February 14, 2022 – Murata Electronics North America, Inc., a wholly owned subsidiary of Murata Manufacturing Co., Ltd., and Resonant Inc. (Resonant) (NASDAQ: RESN) today announced that they have entered into a definitive agreement under which Murata will acquire all outstanding shares of Resonant not owned by Murata for $4.50 per share in cash. Resonant is a leader in transforming the way radio frequency (RF) front-ends are being designed and delivered for mobile handset and wireless devices. The combination will allow both companies to expand their offerings and to access additional markets and customers. Resonant will become a wholly owned subsidiary of Murata and continue with its innovative development designed to solve some of the world’s toughest RF challenges.

 

This acquisition will combine Murata’s world-leading mobile RF product capabilities with Resonant’s best-in-class XBAR filter solutions and world-class team of talented engineers,” said Norio Nakajima, President of Murata. “Resonant invented its proprietary XBAR technology, which is expected to achieve higher frequency and superior performance to other filter technologies. We have collaborated closely with Resonant for many years on the development of proprietary circuit designs using Resonant’s XBAR technology, and Resonant licensed to Murata rights for products in multiple specific radio frequencies in connection with our commercial partnership. We are confident Resonant’s innovation is a key strategic differentiator for the mobile industry. This transaction will deepen our existing partnership and position us to better meet our customers’ needs and expand opportunities for Murata.”

 

Murata is a global leader in RF modules and filters, and we are excited to build upon the successful partnership we’ve had together. The combination of Murata’s leading products with Resonant’s leading edge XBAR filter technologies will advance our combined ability to deliver best-in-class products to the RF front-end market,” said George B. Holmes, Chairman and CEO of Resonant. “As part of the Murata team, we are looking forward to accelerating the integration of our XBAR technology into the Murata RF roadmap and delivering solutions with optimum RF performance. We have tremendous respect for Murata and look forward to accomplishing great things together.”

 

“We believe this acquisition will enhance Murata’s advanced RF front-end capabilities and the world’s best filtering technology in the 3~9GHz frequency range, key areas for the growing integration of mobile technologies. The radio requirements of smartphones and other wireless devices continue to grow more complex. XBAR filter technology delivers the ability to solve the complexities created by these next generation network requirements. Murata and Resonant will provide a strong portfolio of Intellectual Property Rights covering the entire XBAR technology,” concluded Nakajima.

 

The transaction, which has been approved by both companies’ boards of directors, is expected to close by the end of March 2022, subject to the tender of a majority of Resonant’s shares, certain regulatory approvals and other customary closing conditions.

 

Centerview Partners LLC served as lead financial advisor to Resonant. Stifel also served as financial advisor to Resonant. Stubbs Alderton & Markiles, LLP and Proskauer Rose LLP served as legal advisors to Resonant.

 

Mizuho Securities Co., Ltd. served as exclusive financial advisor to Murata. Gibson, Dunn & Crutcher LLP, Covington & Burling LLP and Akin Gump Strauss Hauer & Feld LLP served as legal advisors to Murata.

 

 

 

Additional Information about the Acquisition and Where to Find It

 

In connection with the proposed acquisition, Murata Electronics North America, Inc. (Murata Electronics) will commence a tender offer for the outstanding shares of Resonant. The tender offer has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Resonant, nor is it a substitute for the tender offer materials that Murata Electronics and its acquisition subsidiary will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, Murata Electronics and its acquisition subsidiary will file tender offer materials on Schedule TO, and Resonant will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement will contain important information. Holders of shares of Resonant common stock are urged to read these documents carefully when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Resonant common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Resonant at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov.

 

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Resonant files annual, quarterly and special reports and other information with the SEC, which are available at the website maintained by the SEC at http://www.sec.gov.

 

Cautionary Notice Regarding Forward-Looking Statements

 

This document contains “forward-looking statements” relating to the acquisition of Resonant by Murata. In some cases, forward-looking statements may be identified by terminology such as “believe,” “may,” “will,” “should,” “predict,” “goal,” “strategy,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect,” “seek” and similar expressions and variations thereof. These words are intended to identify forward-looking statements. Murata and Resonant have based these forward-looking statements on current expectations and projections about future events and trends that they believe may affect the financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs of Murata and Resonant. Forward-looking statements are subject to significant known and unknown risks and uncertainties that may cause actual results, performance or achievements in future periods to differ materially from those assumed, projected or contemplated in the forward-looking statements, including, but not limited to, the following factors: the ability of Murata and Resonant to complete the transactions contemplated by the merger agreement dated February 14, 2022 (the Merger Agreement) in the anticipated timeframe or at all, including the parties’ ability to satisfy the conditions to the consummation of the offer contemplated thereby and the other conditions set forth in the Merger Agreement, the potential effects of the acquisition on Resonant, the participation of third parties in the consummation of the transaction and the combined company, the risk that stockholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability, uncertainties as to how many of Resonant’s stockholders will tender their shares in the offer, the risk that competing offers or acquisition proposals will be made, and other risks and uncertainties, including those set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Resonant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, which are on file with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at www.sec.gov. The information contained in this document is provided only as of the date hereof, and no party undertakes any obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.

 

2

 

 

Exhibit 99.2

 

 

 

February 15, 2022

 

  Company name: Murata Manufacturing Co., Ltd.
  Name of representative:

Norio Nakajima

President and Representative Director

   

(Code: 6981, First section of the Tokyo Stock Exchange)

  Contact:

Toshiyuki Ozawa

General Manager of Corporate Communication Department

    (Phone: 075-955-6786)

 

Notice Concerning Conclusion of Agreement to Acquire U.S.-based Resonant Inc. and Scheduled Commencement of Tender Offer

 

Murata Manufacturing Co., Ltd. (hereinafter, “Murata”) announced today that its U.S. subsidiary Murata Electronics North America, Inc. (hereinafter, “MENA”) made an agreement with Resonant Inc. (head office: Texas, USA; Chairman & Chief Executive Officer: George B. Holmes; hereinafter, “Resonant”), a leading company in RF filter design, to acquire Resonant and concluded the merger agreement (hereinafter, “Agreement”) on February 15, 2022 (Japan Time).

 

In accordance with the terms of the Agreement, a cash-based tender offer shall be made to Resonant (hereinafter, the “Tender Offer”) through PJ Cosmos Acquisition Company, Inc. (hereinafter, the “Tender Offeror”), an acquisition subsidiary newly established as a wholly owned subsidiary of MENA. Thereafter, following the Tender Offer, a merger for cash consideration shall be carried out between the Tender Offeror and Resonant in which Resonant shall be the surviving company (hereinafter collectively referred to along with the Tender Offer as the “Acquisition”).

 

The Boards of Directors of Murata and Resonant have already approved the Acquisition. The Acquisition is expected to be completed in late March 2022, assuming that the terms and conditions under the U.S. Antimonopoly Act and other general prerequisites are met.

 

1. Purpose of the Acquisition, etc.

 

(1) Purpose of the Acquisition

 

As announced in a press release dated October 3, 2019, Murata and Resonant entered into an agreement to exclusively develop high-frequency filters for specific frequencies using Resonant’s XBAR® technology* and have been conducting joint development. With this Acquisition, Murata believes that it can further strengthen its position as a leader in the telecommunications market by combining the filter technology, process technology, and manufacturing capabilities Murata has cultivated in electronic components such as SAW filters and I.H.P. SAW filters with Resonant’s XBAR technology to provide even better high-frequency filters.

 

* Filter technology using piezoelectric monocrystal thin film that can handle high frequencies and has high power resistance

 

(2) Matters related to the two-stage acquisition

 

After the Tender Offer is completed, the Tender Offeror and Resonant will merge with Resonant as the surviving company, and Resonant will become an indirect wholly owned subsidiary of Murata.

 

 

 

 

2. Overview of the Tender Offer

 

(1) Purchase period (planned)

 

The Tender Offer is expected to commence within 10 business days of the date of conclusion of the Agreement with Resonant and will end a minimum of 20 business days after the commencement.

 

(2) Types of share certificates, etc. to be purchased

 

Common stock

 

(3) Purchase price

 

US$4.5 per common share

 

Note: The purchase price was determined through negotiations with Resonant, referring to advice from third-party experts, taking into account comprehensively the potential value of Resonant’s XBAR technology and synergies with Murata’s high-frequency filter business.

 

(4) Funds required for the purchase

 

Approx. US$300 million (approx. ¥33.6 billion*)

 

This is the amount required to make payments for all of Resonant’s issued shares, options, restricted stock units, and other securities. Funds for the Acquisition will come from MENA’s cash on hand.

 

*Converted at US$1 = ¥112

 

(5) Conditions for the purchase

 

The Tender Offer is subject to the expiration or early cancellation of the waiting period under the U.S. Antimonopoly Act and the various other conditions normally set forth in similar transactions.

 

3. Minimum number of subscribed shares

 

The Tender Offeror shall execute the Tender Offer when there is a subscription for shares exceeding 50% of Resonant’s outstanding common shares, combined with the amount already held by the Tender Offeror’s affiliated companies, etc.

 

4. Change in the number of Resonant shares held by the Murata Group as a result of the Acquisition

 

Shareholding before Tender Offer: Approx. 4.2%

 

Shareholdings after the Acquisition: 100%

 

2

 

 

5. Overview of the target company

 

(1) Name Resonant Inc. (NASDAQ: RESN)
(2) Address 10900 Stonelake Blvd, Suite 100, Office 02-130, Austin, Texas 78759
(3) Name and title of representative George B. Holmes, Chief Executive Officer and Chairman
(4) Business Development and design of high-frequency filters and their simulation software
(5) Capital US$59,000
(6) Established May 2012
(7) Total number of shares issued 65,710,592 shares (as of November 8, 2021)
(8) Relationship between the listed company and the company concerned Capital relationship MENA, a U.S. subsidiary of Murata, holds approximately 4.2% of the company’s outstanding shares.
Personal relationship None.
Business relationship A development and license agreement has been entered into concerning XBAR technology.
(9) The company’s consolidated operating results and consolidated financial position for the past three years
Accounting period Year ended December 31, 2018 Year ended December 31, 2019 Year ended December 31, 2020
Consolidated net assets US$22,898,000 US$9,756,000 US$25,053,000
Consolidated total assets US$26,244,000 US$18,147,000 US$32,730,000
Consolidated net sales US$524,000 US$735,000 US$3,160,000
Consolidated operating income (US$25,293,000) (US$30,159,000) (US$28,467,000)
Consolidated net income (US$24,816,000) (US$29,928,000) (US$28,414,000)
           

6. Future outlook

 

If the acquisition is concluded, Resonant will become a consolidated subsidiary of Murata. The impact of this on Murata’s consolidated financial results will be promptly disclosed in accordance with the progress of the Acquisition.

 

7. Other

 

Murata’s financial advisor is Mizuho Securities Co., Ltd., and its legal advisors are Kitahama Partners, Gibson, Dunn & Crutcher LLP, Covington & Burling LLP, and Akin Gump Strauss Hauer & Feld LLP.

 

More information on the Tender Offer will be posted on the U.S. Securities and Exchange Commission’s (SEC) website (https://www.sec.gov/).

 

Cautionary Notice Regarding Forward-Looking Statements

 

This document contains “forward-looking statements” relating to the acquisition of Resonant by MENA. In some cases, forward-looking statements may be identified by terminology such as “believe,” “may,” “will,” “should,” “predict,” “goal,” “strategy,” “potentially,” “estimate,” “continue,” “anticipate,” “intend,” “could,” “would,” “project,” “plan,” “expect,” “seek” and similar expressions and variations thereof. These words are intended to identify forward-looking statements. Murata has based these forward-looking statements on current expectations and projections about future events and trends that it believes may affect the financial condition, results of operations, business strategy, short-term and long-term business operations and objectives and financial needs of Murata and Resonant. Forward-looking statements are subject to significant known and unknown risks and uncertainties that may cause actual results, performance or achievements in future periods to differ materially from those assumed, projected or contemplated in the forward-looking statements, including, but not limited to, the following factors: the ability of MENA and Resonant to complete the transactions contemplated by the Agreement in the anticipated timeframe or at all, including the parties’ ability to satisfy the conditions to the consummation of the offer contemplated thereby and the other conditions set forth in the Agreement, the potential effects of the acquisition on Resonant, the participation of third parties in the consummation of the transaction and the combined company, the risk that stockholder litigation in connection with the transaction may result in significant costs of defense, indemnification and liability; uncertainties as to how many of Resonant’s stockholders will tender their shares in the offer; the risk that competing offers or acquisition proposals will be made; and other risks and uncertainties, including those set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of Regulus’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, which are on file with the Securities and Exchange Commission (hereinafter, the “SEC”) and available on the SEC’s website at www.sec.gov. The information contained in this document is provided only as of the date hereof, and Murata does not undertake any obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof, except as required by law.

 

3

 

 

Additional Information about the Acquisition and Where to Find It

 

In connection with the proposed acquisition, MENA will commence a tender offer for the outstanding shares of Resonant. The tender offer has not yet commenced. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Resonant, nor is it a substitute for the tender offer materials that MENA and its acquisition subsidiary will file with the SEC upon commencement of the tender offer. At the time the tender offer is commenced, MENA and its acquisition subsidiary will file tender offer materials on Schedule TO, and Resonant will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement will contain important information. Holders of shares of Resonant common stock are urged to read these documents carefully when they become available (as each may be amended or supplemented from time to time) because they will contain important information that holders of shares of Resonant common stock should consider before making any decision regarding tendering their shares. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be made available to all holders of shares of Resonant at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov.

 

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, Resonant files annual, quarterly and special reports and other information with the SEC, which are available at the website maintained by the SEC at http://www.sec.gov.

 

4