Amended Statement of Ownership: Solicitation (sc 14d9/a)
October 01 2015 - 4:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 6
to
SCHEDULE 14D-9
(Rule
14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
zulily, inc.
(Name of
Subject Company)
zulily, inc.
(Name of
Persons Filing Statement)
Class A Common Stock, par value $0.0001 per share
Class B Common Stock, par value $0.0001 per share
(Title of Class of Securities)
Class A Common Stock - 989774104
Class B Common Stock - 989774203
(CUSIP Number of Class of Securities)
Deirdre Runnette
General Counsel
zulily,
inc.
2601 Elliott Avenue, Suite 200
Seattle, Washington 98121
(877) 779-5614
With
copies to:
Keith A. Flaum
James R. Griffin
Weil,
Gotshal & Manges LLP
201 Redwood Shores Parkway
Redwood Shores, California 94065
(650) 802-3000
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 6 to Schedule 14D-9 (this Amendment) amends and
supplements Item 8 in the Solicitation/Recommendation Statement on Schedule 14D-9 filed by zulily, inc. (the Company) with the SEC on September 1, 2015 (as amended and supplemented from time to time, the
Schedule 14D-9). The Schedule 14D-9 relates to the exchange offer (the Offer) by Mocha Merger Sub, Inc., a Delaware corporation (Purchaser) and an indirect, wholly owned subsidiary of Liberty
Interactive Corporation, a Delaware corporation (Liberty Interactive), to exchange all of the Companys Class A common stock, par value of $0.0001 per share (the Class A Common Stock) and the
Companys Class B common stock, par value of $0.0001 per share (the Class B Common Stock and, together with the Class A Common Stock, the Shares). Pursuant to the Offer, Purchaser is offering to
exchange for each outstanding Share:
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$9.375 in cash, without interest and subject to any withholding of taxes required by applicable law, and |
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0.3098 of a share of Liberty Interactives Series A QVC Group Common Stock, par value $0.01 per share |
upon the terms and subject to the conditions set forth in the Offer to Exchange, dated as of September 1, 2015 (as amended or supplemented from time to
time), and in the related letter of transmittal (as amended or supplemented from time to time).
Except as otherwise set forth below, the
information set forth in the Schedule 14D-9 remains unchanged. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9.
Item 8. |
Additional Information to be Furnished. |
Item 8 of the Schedule 14D-9 is
hereby amended and supplemented by inserting the following text immediately before the subsection entitled Forward-Looking Statements:
Expiration of the Offer.
At 12:00 midnight (one minute after 11:59 p.m.), Eastern Time, on September 30, 2015 (the Expiration),
the Offer expired as scheduled and was not further extended. The depositary for the exchange offer advised that as of the Expiration, a total of 38,767,541 shares of zulily Class A common stock and 55,871,136 shares of zulily Class B common
stock were validly tendered into and not validly withdrawn from the Offer, representing in the aggregate more than a majority of the voting power of the Shares outstanding as of the Expiration. The zulily shares validly tendered into and not validly
withdrawn from the Offer satisfied the Minimum Tender Condition (as defined in the Offer to Exchange). All conditions to the Offer having been satisfied, Purchaser irrevocably accepted for payment all Shares validly tendered into and not validly
withdrawn from the Offer.
Following the consummation of the Offer, Liberty Interactive and Purchaser completed the
acquisition of the Company pursuant to the terms of the Reorganization Agreement, through the First Merger and the Second Merger. In accordance with the Reorganization Agreement, Merger Sub 2 survived and has been renamed zulily, llc.
Following consummation of the Mergers, the Company requested that the Nasdaq Global Select Market remove the Shares from
listing on Nasdaq. Nasdaq has filed a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act and the regulations thereunder. The parties intend to take steps to cause the termination of the registration
of the Shares under the Exchange Act and suspend all of the companys reporting obligations under the Exchange Act as promptly as practicable.
1
SIGNATURE
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.
Dated: October 1, 2015
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zulily, inc. |
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By: |
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/s/ Darrell Cavens |
Name: |
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Darrell Cavens |
Title: |
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President and Chief Executive Officer |
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