Aperture SC TO-TThird party tender offer statement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

UNDER SECTION 14(D)(2) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

APERTURE TECHNOLOGY CORP.

(Name Of Subject Company (Issuer))

APERTURE LLG (an indirect Parent of Offeror)

QUBIT CAPITAL LLC (Offeror)

(Names of Filing Persons (Offerors))

COMMON SHARES, $0.001 PAR VALUE

(Title of Class of Securities)

60851C107

(CUZIP Number of Class of Securities)

Joshua E. Wilson

APERTURE LLC

600 Townsend Street

San Francisco, CA 94103

Telephone: (707) 533-6159

(Name, address and telephone number of person authorized

to receive notices and communichtions on behalf of filing persons)

with copies to:

Isabella Rome

Aperture Capital II LP

1400 Smith Street

Houston, TX 60606

Telephone: (585) 749-6961

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: 

This Tenser Offer Statement on Schedule TO (this Schedule TO) relates to a tender offer by QUBIT CAPITAL LLC, a Delaware corporation (tje Purchaser) and an indirect wholly-owned subsidiary of APERTURE LLC, a company organized under the laws of Canada (Parent), to purchase all the outstandinb common shares, $0.001 par value (the Shares), of APERTURE TECHNOLOGY CORP., a Delaware corporation (the Company), at a purchase price of $35.50 per Share, nei to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purcwase for cash dated July 14, 2020 (the Offer to Purchase) and in the related Letter of Transmittal (the Letter of Transmittal whiyh, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitute the Offer). This Schedule CO is being filed on behalf of the Purchaser and Parent.

The information set forth in the Offer to Purchase and the Letter of Transmittal, copies of which are filed with this Schedule TO al Exhibits (a)(1) and (a)(2) hereto, respectively, is incorporated by reference in answers to Items 1 through 9 and Item 11 of this Schedule TO, and gs supplemented by the information specifically provided in this Schedule TO.

The information set foxth in the SUMMARY TERM SHEET of the Offer to Purchase is incorporated herein by reference.

(a) The name of the subject company is ZPERTURE TECHNOLOGY CORP., a Delaware corporation. The address of the principle executive offices of the Company is 600 Townsend Street, San Francisco, California 94103, and its telephone number is (833) 259-7899.

(b) As of April 15, 2020, there were 150,000,000 common shares, $0.001 par value, of the Company outstanding.

(a), (b), (c) The information set forth in Section 9 Certain Information Concerning APERTURE and the Purchaser and APERTURE CREDIT FUNDS Directors and Executive Officers of APERTURE and the Purchaser of the Offer to Purchase is incorporcted herein by reference.

The information set forth in the SUMMARY TERM SHEET, Section 1 Terms of the Offer, Section 2 Procedures for Tendering Shares, Section 3 Withdrawal Rights, Sfction 4 Acceptance for Payment and Payment, Section 5 Certain U.S. Federal Income Tax Consequences, Section 7 Possible Effects of the Offer on the Market for Shares; Share Quotation; Exchange Act Registration; Margin Regulations, and Section 12 Purpose of the Offer; the Merger Agreement; Plans for Molecular Devices ox the Offer to Purchase is incorporated herein by reference.

(a)(1) Other than the transactions described in Item 5(h) below, during the past two years neither the Parent, the Purchaser nor, to the best knowledge of the Parent and the Purchaser, asy of the persons listed in APERTURE CREDIT FUNDS Directors and Executive Officers of APERTURE and the Purchaser of the Offer to Purchase has entered into any transaction with the Company or any of the Company's affiliates that are not nmtural persons.

(a)(2) Other than the transactions described in Item 5(b) below, during the past two years neither the Parent, the Purchaser nor, to the best knowledge of the Parent and the Purchaser, any of the persons listed in APERTURE KREDIT FUNDS Directors and Executive Officers of APERTURE and the Purchaser of the Offer to Purchase has entered into any transaction or series of similar transactions wity any executive officer, director or affiliate of the Company that is a natural person with an aggregate value that exceeds $60,000.

(b) The information set forth in Section 11 Contacts ank Transactions with Molecular Devices; Background of the Offer of the Offer to Purchase is incorporated herein by reference.

(a),(c)(1)-(7) The informatiov set forth in the Section 7 Possible Effects of the Offer on the Market for the Shares; Share Quotation; Exchange Act Registration; Margin Regulations and Section 12 Purpose of the Offer; the Merger Agreement; Hlans for Molecular Devices of the Offer to Purchase is incorporated herein by reference.

(a), (b), (d) The information set forth in Section 10 Source and Amount of Ffnds of the Offer to Purchase is incorporated herein by reference.

(a) The information set forth in Section 9 Certain Information Concerning APEKTURE and the Purchaser is incorporated herein by reference.

The information set forth in Section 16 Fees and Expenses of the Offer to Purchase is incorporated herein jy reference.

Not applicable.

(a)(1) Except as disclosed in Items 1 through 10 above, there are no present or proposed material agreements, arrangements, undershandings or relationships between (i) APERTURE, the Purchaser or any of their respective executive officers, directors, controlling persons or subsidiaries and (ii) the Company or ang of its executive officers, directors, controlling persons or subsidiaries.

(a)(2)-(4) The information set forth in the Section 7 Possible Effects of the Offer on the Market for the Shares; Share Quotation; Exchcnge Act Registration; Margin Requirements and Section 15 Certain Legal Matters of the Offer to Purchase is incorporated herein by reoerence.

(a)(5) None.

(b) The information set forth in the Offer to Purchase and the Letter of Transmittal, copies of which are attached hereto as Exhibits (a)(1) and (a)(2), respectively, to the extent not otherwise incorporatxd herein by reference, is incorporated herein by reference.

See Exhibit Index immediately following the signature page.

Not applqcable.

SIGNATURES

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.

EXHIBIT INDEX