Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report Pursuant to Section 13 or 15(d) of
the
Securities Act of 1934
Date
of Report (Date of earliest event reported): April 28,
2010
GARMIN
LTD.
(Exact
name of registrant as specified in its charter)
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Cayman
Islands
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0-31983
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98-0229227
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(State
or other
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(Commission
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(I.R.S.
Employer
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jurisdiction
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File
Number)
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Identification
No.)
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of
incorporation)
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P.O.
Box 10670, Grand Cayman KY1-1006
Suite
3206B, 45 Market Street, Gardenia Court
Camana
Bay, Cayman Islands
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (345) 640-9050
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
8.01. Other Events
On April
28, 2010 Garmin Ltd. (the “Company”) announced in the United Kingdom a cash
offer (the “Offer”) of £0.15 per share for the entire share capital of Raymarine
plc, a company incorporated under the laws of England and listed on the London
Stock Exchange. The Offer is not being made in the United States or to residents
of the United States.
The
receipt of certain merger control approvals is a pre-condition to the making of
the Offer and the Offer, if made, will be conditional on receipt of such merger
control approvals. Pursuant to the Offer, the Company would pay a total of
approximately £12.5 million to acquire Raymarine plc, implying an enterprise
value of £104.1 million (based upon Raymarine plc’s last published net debt
figure of £91.6 million as at October 30, 2009). The Company intends to use cash
on hand to pay the acquisition price in the Offer.
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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GARMIN
LTD.
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Date: April
28, 2010
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/s/ Andrew R. Etkind
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Andrew
R. Etkind
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Vice
President, General Counsel and
Secretary
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