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
ROCKY MOUNTAIN CHOCOLATE FACTORY, INC.
(Name of Subject Company)
PST CAPITAL GROUP LTD.
(Names of Filing Persons - Offeror)
Common Stock, par value $0.03 per share
(Title of Class of Securities)
774678403
(Cusip Number of Class of Securities)
Steve Johnson
General Counsel and Legal Director
PST Capital Group LTD.
145 Kings Cross Road
London, UK WC1X 9BN
(755) 475-5834
(Name, Address and Telephone Number of Person Authorized to
Receive Notices
and Communications on Behalf of Filing Persons)
Copy to:
William Hogan
Lauby & Hogans LLP
17595 Harvard Avenue
Irvine, California 92614
(949) 263-0408
x 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.
PST Capital Group Announces Offer for Rocky Mountain Chocolate
Factory, Inc.
Durango, Colorado, December 17, 2012
PST Capital Group LTD. ("PST Capital") announced today that it
has submitted a letter to the board of directors of Rocky
Mountain Chocolate Factory, Inc. (the "Company") (NASDAQ:RMCF)
proposing to acquire all of the Company's outstanding common and
preferred stock, and outstanding options to acquire such shares,
in a recommended cash tender offer at a price per share of
US$13.50 (the "Proposed Offer").
The Proposed Offer is subject to satisfactory completion of due
diligence, the redemption or termination of the rights plan, or
"poison pill", that the Company has adopted, and negotiation and
execution of a definitive written agreement. PST Capital has
substantial experience in managing acquisitions and is committed
to working quickly to complete due diligence and execute a
definitive agreement. PST Capital expects to be able to complete
such an agreement within two weeks from the beginning of the due
diligence period. PST Capital has requested that the Company
respond promptly to the Proposed Offer.
The Proposed Offer does not create any binding obligation, and no
such binding obligation will arise unless and until a mutually
satisfactory definitive agreement has been executed and delivered
by the parties.
PST Capital believes that a combination of the Company and PST
Capital would result in substantial benefits to both our
shareholders and to the Company's employees.
About PST Capital:
PST Capital is a private equity firm pioneered "The Leaders
Strategy" - finding and partnering with exceptional leaders as
the critical first step in identifying, acquiring and building
market-leading companies through acquisitions and organic
growth.. Further information about PST Capital may be obtained
from by writing to the Company at 145 Kings Cross Road, London,
UK, WC1X 9BN.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities. No tender offer
for the Company's shares has been made at this time. In
connection with any tender offer, if made, PST Capital will file
relevant materials, which may include a tender offer statement
and/or other documents, with the Securities and Exchange
Commission ("SEC"). ALL INVESTORS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC
BY PST CAPITAL CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT ANY SUCH POTENTIAL
TRANSACTION. Investors and security holders will be able to
obtain free copies of any documents filed with the SEC by PST
Capital through the website maintained by the SEC at
http://www.sec.gov or by directing a request to PST Capital Group
Ltd. at 145 Kings Cross Road, London, UK, WC1X 9BN, Attn:
Investor Relations.
This press release may include forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Any such forward-looking statements are based on PST
Capital's current expectations and are subject to uncertainties
including the timing to consummate a potential transaction
between the Company and PST Capital, the ability and timing to
obtain any required regulatory approvals and the risks and
uncertainties inherent in the industry. There is no assurance
that the potential transaction will be consummated. Investors and
security holders are cautioned not to place undue reliance on any
forward-looking statements, which apply only as of the date of
this press release. PST Capital does not undertake any obligation
to update any forward-looking statements to reflect events or
circumstances after the date of this press release.
For further information, contact:
PST Capital Group Ltd.
Steve Johnson, Legal Director
Tel: 44 755 475 5834