SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
(Name of Subject Company)
(Name of Persons Filing Statement)
COMMON STOCK, PAR VALUE $0.625 PER SHARE
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Stephen K. Krull
Executive Vice President, General Counsel and Secretary
2211 Old Earhart Road, Suite 100
Ann Arbor, Michigan 48105
Telephone (734) 757-1444
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
Sidley Austin LLP
1 South Dearborn Street
Chicago, Illinois 60603
Telephone (312) 853-7000
Fax (312) 853-7036
|¨||Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.|
This Amendment No. 5 (this Amendment) to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the Schedule 14D-9) originally filed by Con-way Inc., a Delaware corporation (Con-way), with the Securities and Exchange Commission (the SEC) on September 22, 2015, relating to the tender offer by Canada Merger Corp., a Delaware corporation (Purchaser) and a wholly owned subsidiary of XPO Logistics, Inc., a Delaware corporation (XPO or Parent), to purchase any and all of the shares of Con-ways common stock, par value $0.625 per share, net to the seller in cash, without interest, but subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated September 15, 2015, and the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Tender Offer Statement on Schedule TO filed by Parent and Purchaser with the SEC on September 15, 2015.
Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9.
|Item 2.||Identity and Background of Filing Person.|
Item 2 of the Schedule 14D-9 is hereby amended and supplemented by adding the sentence below immediately following the last sentence of the second full paragraph on page 4 of the Schedule 14D-9 under the heading Item 2. Identity and Background of Filing PersonTender Offer:
On October 19, 2015, the Offer was extended until 12:01 a.m., New York City time, on October 30, 2015.
|Item 8.||Additional Information.|
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by replacing the last sentence under the heading Item 8. Additional InformationRegulatory ApprovalsOther Jurisdictions on page 37 of the Schedule 14D-9 with the sentences below:
On October 16, 2015, the Mexican Federal Economic Competition Commission cleared the Offer and Merger under the competition laws of Mexico. With such clearances, the condition of the Offer relating to obtaining approvals under the competition laws of the Netherlands and Mexico has been satisfied.
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.
|By:||/s/ Stephen K. Krull|
|Stephen K. Krull|
|Executive Vice President, General Counsel and Secretary|
Dated: October 19, 2015