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

 

CELANESE CORPORATION
(Name of Subject Company (Issuer))

 

CELANESE CORPORATION

CELANESE INTERNATIONAL HOLDINGS LUXEMBOURG S.À R.L.
(Names of Filing Persons (identifying status as offeror, issuer or other person))

 

Series A Common Stock, $0.0001 par value
(Title of Class of Securities)

 

150870 10 3
(CUSIP Number of Class of Securities)

 

CURTIS S. SHAW, Esq.
Executive Vice President, General Counsel and Secretary
1601 West LBJ Freeway
Dallas, Texas 75234-6034
(972) 443-4000
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)

 

Copy to:

 

 

Calculation of Filing Fee

 

 

 

 

 

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

    o  third party tender offer subject to Rule 14d-1.

    þ  issuer tender offer subject to Rule 13e-4.

    o  going-private transaction subject to Rule 13e-3.

    o  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.  o

 

 

SCHEDULE TO

 

This Tender Offer Statement on Schedule TO relates to the offer by Celanese Corporation, a Delaware corporation, through its wholly owned subsidiary, Celanese International Holdings Luxembourg S.à r.l., a Luxembourg limited liability company (“CIH”), to purchase up to 11,279,243 shares, or such lesser number as are properly tendered and not properly withdrawn, of its Series A Common Stock, par value $0.0001 per share (the “Common Stock”), at a price not greater than $30.50 nor less than $28.00 per share, net to the seller in cash, less any applicable withholding taxes and without interest. Celanese Corporation’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated March 6, 2007 (the “Offer to Purchase”) and in the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which together, as amended or supplemented from time to time, constitute the “Offer”). The information contained in the Offer is incorporated herein by reference in response to all of the items of this Schedule TO as more particularly described below. This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.

 

 

The information set forth in the section captioned “Summary Term Sheet” in the Offer to Purchase is incorporated herein by reference.

 

 

(a) Name and Address:  The name of the subject company is Celanese Corporation. The principal executive office of Celanese Corporation is located at 1601 W. LBJ Freeway, Dallas, Texas 75234-6034 and its telephone number is (972) 443-4000. The information set forth in Section 10 (“Certain Information Concerning Us”) of the Offer to Purchase is incorporated herein by reference.

 

(b) Securities:  The information set forth in the section of the Offer to Purchase captioned “Introduction” is incorporated herein by reference.

 

(c) Trading Market and Price:  The information set forth in the section captioned “Introduction” in the Offer to Purchase is incorporated herein by reference. Section 8 (“Price Range of Shares; Dividends”) of the Offer to Purchase is incorporated herein by reference.

 

 

(a) Name and Address:  The name of the filing persons are Celanese Corporation and CIH. The principal executive office of Celanese Corporation is located at 1601 W. LBJ Freeway, Dallas, Texas 75234-6034 and its telephone number is (972) 443-4000. The business address of CIH is 9, rue Sainte Zithe, L-2763 Luxembourg and its telephone number is +352-268-90120. The information set forth in Section 10 (“Certain Information Concerning Us”) and Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) in the Offer to Purchase is incorporated herein by reference.

 

 

(a) Material Terms:  The information set forth in the sections of the Offer to Purchase captioned “Introduction” and “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 1 (“Number of Shares; Proration”), Section 2 (“Purpose of the Offer; Certain Effects of the Offer”), Section 3 (“Procedures for Tendering Shares”), Section 4 (“Withdrawal Rights”), Section 5 (“Purchase of Shares and Payment of Purchase Price”), Section 6 (“Conditional Tender of Shares”), Section 7 (“Conditions of the Offer”), Section 9 (“Source and Amount of Funds”), Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”), Section 13 (“Certain United States Federal Income Tax Consequences”), Section 14 (“Extension of the Offer; Termination; Amendment”) and Section 16 (“Miscellaneous”) of the Offer to Purchase is incorporated herein by reference.

 

(b) Purchases:  The information set forth in the sections of the Offer to Purchase captioned “Introduction” and “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) in the Offer to Purchase is incorporated herein by reference.

 

 

(e) Agreements Involving the Subject Company’s Securities:  The information set forth in Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.

 

 

(a) Purposes:  The information set forth in the section of the Offer to Purchase captioned “Summary Term Sheet” is incorporated herein by reference. The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer”) of the Offer to Purchase is incorporated herein by reference.

 

(b) Use of the Securities Acquired:  The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Tender Offer”) of the Offer to Purchase is incorporated herein by reference.

 

(c) Plans:  The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Tender Offer”) of the Offer to Purchase is incorporated herein by reference.

 

 

(a) Source of Funds:  The information set forth in Section 9 (“Source and Amount of Funds”) of the Offer to Purchase is incorporated herein by reference.

 

(b) Conditions:  None.

 

 

(a) Securities Ownership:  The information set forth in Section 11 (“Interests of Directors and Executive Officers, Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.

 

(b) Securities Transactions:  The information set forth in Section 11 (“Interests of Directors and Executive Officers, Transactions and Arrangements Concerning the Shares”) of the Offer to Purchase is incorporated herein by reference.

 

 

(a) Solicitations or Recommendations:  The information set forth in Section 15 (“Fees and Expenses”) of the Offer to Purchase is incorporated herein by reference.

 

Item 10.  Financial Statements.

 

Not applicable.

 

 

(a) Agreements, Regulatory Requirements and Legal Proceedings:  The information set forth in Section 2 (“Purpose of the Offer; Certain Effects of the Offer”), Section 10 (“Certain Information Concerning Us”), Section 11 (“Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares”) and Section 12 (“Certain Legal Matters; Regulatory Approvals”) in the Offer to Purchase is incorporated herein by reference.

 

(b) Other Material Information:  The information in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed with this Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, is incorporated herein by reference.

 

 

 

 

Not applicable.

SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule TO is true, complete and correct.

 

CELANESE CORPORATION

 

Name: Kevin J. Rogan

 

CELANESE INTERNATIONAL HOLDINGS

LUXEMBOURG S.À R.L.

 

Name: Harry A. Franks, Jr.

 

Date: March 6, 2007

INDEX TO EXHIBITS