| 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 |
| Leading Brands, Inc. |
| (Name of Subject Company (Issuer) and Name of Filing Person (Offeror)) |
| Common Shares Without Par Value |
| (Title of Class of Securities) |
| 52170U207 |
| (CUSIP Number of Class of Securities) |
| Marilyn Kerzner, Director of Corporate Affairs |
| Phone Number: 604-685-5200 |
| Facsimile: 604-685-5249 |
| Suite 1800 - 1500 West Georgia Street |
| Vancouver, British Columbia Canada V6G 2Z6 |
| (Name, Address, and Telephone Numbers of Person Authorized |
| to Receive Notices and Communications on Behalf of Filing Persons) |
| with copies of communications to: |
| W. Scott Wallace | J. Douglas Seppala |
| Haynes and Boone, LLP | DuMoulin Black LLP |
| 2323 Victory Avenue | 10th Floor, 595 Howe Street |
| Dallas, Texas 75219 | Vancouver, British Columbia V6C 2T5 |
| (214) 651-5587 | (604) 687-1224 |
| CALCULATION OF FILING FEE | |
| Transaction Valuation* | Amount of Filing Fee |
| Not Applicable | Not Applicable |
* Pursuant to General Instruction D to Schedule TO, no filing fee is required for pre-commencement communication.
| [ ] |
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: | N/A | |
| Form or Registration No.: | N/A | |
| Filing Party: | N/A | |
| Date Filed: | N/A |
| [ 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. |
| [ x ] | 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) |
FOR IMMEDIATE RELEASE
CONTACT:
| Leading Brands, Inc. |
| Tel: (604) 685-5200 |
| Email: info@LBIX.com |
| LEADING BRANDS, INC. ANNOUNCES |
| Intention to Commence a Dutch Auction Tender Offer to |
| Repurchase up to US$800,000 of its Common Shares |
| at a Cash Purchase Price Not Greater than US$5.00 per Share, |
| Nor Less Than US$4.10 per Share |
Vancouver, Canada, May 9, 2012, Leading Brands, Inc. (NASDAQ: LBIX), North America’s only fully integrated healthy branded beverage company, announces that it intends to commence a modified "Dutch Auction" tender offer to repurchase up to US$800,000 of its common shares. The tender offer is expected to commence on or about May 18, 2012.
Under the terms of the proposed tender offer, Leading Brands shareholders will have the opportunity to tender some or all of their common shares at a price within the range of US$4.10 to US$5.00 per share (in increments of US$0.10) . Based on the number of shares tendered and the prices specified by the tendering shareholders, Leading Brands will determine the lowest per share price within the range that will enable it to buy US$800,000 in shares, or such lesser number of shares that are properly tendered. All shares accepted for payment will be paid the same price, regardless of whether a shareholder tendered such shares at a lower price within the range. At the minimum price of US$4.10 per share, Leading Brands would repurchase a maximum of 195,122 shares, which represents approximately 6% of Leading Brands’ currently outstanding common shares. If, based on the final purchase price determined in the tender offer, more than US$800,000 in value of common shares are properly tendered and not properly withdrawn, then Leading Brands will purchase shares tendered at or below the per share purchase price on a pro rata basis as will be specified in the offer to purchase. The closing price of Leading Brands’ common shares on Nasdaq on May 8, 2012 was US$3.55 per share.
The Company has been advised that no directors, executive officers, nor any entities associated with them, will be participating in the tender offer.
The tender offer will be funded through available cash. All shares purchased by Leading Brands in the tender offer will be cancelled. Leading Brands has determined to commence the tender offer in order to provide liquidity to shareholders by permitting them the opportunity to tender shares of Leading Brands common shares for cash in accordance with the terms of the offer to purchase that will be filed with the Securities and Exchange Commission.
The tender offer will not be contingent upon any minimum number of common shares being tendered. The tender offer will be subject to a number of other terms and conditions that will be specified in the offer to purchase that will be distributed to shareholders. None of Leading Brands, its Board of Directors, the information agent or the depositary for the tender offer will make any recommendation to shareholders as to whether to tender or refrain from tendering their shares into the tender offer. Shareholders must decide how many shares they will tender, if any.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF LEADING BRANDS, INC. COMMON SHARES. THE TENDER OFFER WILL BE MADE ONLY PURSUANT TO AN OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT LEADING BRANDS INTENDS TO DISTRIBUTE TO ITS SHAREHOLDERS AND FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. SHAREHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. SHAREHOLDERS AND INVESTORS WILL BE ABLE TO OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT LEADING BRANDS INTENDS TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV OR BY CALLING THE INFORMATION AGENT (TO BE IDENTIFIED AT THE TIME THE OFFER IS MADE) FOR THE TENDER OFFER. SHAREHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.
About Leading Brands, Inc.
Leading Brands,
Inc. (NASDAQ:LBIX) is North America’s only fully integrated healthy beverage
company. Leading Brands creates, designs, bottles, distributes and markets its
own proprietary premium beverage brands such as TrueBlue® Blueberry
Juice, LiteBlue® Blueberry Juice, TrueBlack™ Blackberry Juice,
PureBlue®, UnWine®, PureRed®, PureBlack®
and PureWhite® SuperJuices and BabyBlue® childrens’
superfruit blends via its unique Integrated Distribution System (IDS)™ which
involves the Company finding the best and most cost-effective route to market.
The Company strives to use the best natural ingredients hence its mantra: Better
Ingredients – Better Brands.
Better Ingredients | Better Brands™
©2012 Leading Brands, Inc.
This news release is available at www.LBIX.com