Amended Statement of Ownership: Solicitation (sc 14d9/a)
October 20 2016 - 5:12PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 3)
INFOBLOX INC.
(Name of Subject Company)
INFOBLOX INC.
(Name of Person Filing Statement)
Common Stock,
par value $0.0001 per share
(Title of Class of Securities)
45672H104
(CUSIP Number
of Class of Securities)
Jesper Andersen
President and Chief Executive Officer
Infoblox Inc.
3111
Coronado Drive
Santa Clara, California 95054
(408) 986-4000
(Name,
address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
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Matthew P. Quilter, Esq.
David K. Michaels, Esq.
William L. Hughes, Esq.
Fenwick & West LLP
801 California Street
Mountain View, CA 94041
(650) 988-8500
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Stephen Yu
Executive Vice President and General Counsel
Infoblox Inc.
3111
Coronado Drive
Santa Clara, California 95054
(408) 986-4000
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 3 (
Amendment No. 3
) amends and supplements
Item 8 and Item 9 in the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Infoblox Inc. (the
Company
) with the Securities and Exchange Commission on October 7, 2016 (as amended and supplemented from
time to time, and including the documents annexed thereto or incorporated therein the
Schedule 14D-9
). The Schedule 14D-9 relates to the tender offer by India Merger Sub, Inc. (
Merger Sub
), a wholly owned
subsidiary of Delta Holdco, LLC (
Parent
), to purchase all of the issued and outstanding shares of the Companys common stock, par value of $0.0001 per share (the
Shares
), at a purchase price equal to $26.50
per Share, net to the seller in cash, without interest and less any applicable taxes required to be withheld, upon the terms and subject to the conditions set forth in the Offer to Purchase of Parent and Merger Sub dated October 7, 2016, and in
the related Letter of Transmittal, as each may be amended or supplemented from time to time.
Except as otherwise set forth below, the
information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to items in this Amendment No. 3. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms
in the Schedule 14D-9.
Item 8.
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Additional Information
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Item 8 of the Schedule 14D-9 is hereby amended and supplemented as
follows:
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By amending and restating the paragraph under the subsection heading entitled Germany Antitrust Laws on page 54 of the Schedule 14D-9 as follows:
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Under the German Act against Restraints of Competition of 1957, as amended (the
German Act
), the acquisition of Shares in the Offer
and the Merger may not be completed until the Federal Cartel Office (
FCO
) has cleared the transaction or the waiting period of one month after submission of a complete notification has expired without the FCO having prohibited the
transaction. Parent filed the required premerger filing with the FCO on September 30, 2016. On October 20, 2016, Parent received notice that the FCO granted early termination of the applicable waiting period. Accordingly, the condition to
the Offer relating to the obtainment of all applicable clearances and authorizations required by the German Act has been satisfied. The joint press release announcing the approval by the FCO is attached as Exhibit (a)(1)(J) to Amendment No. 2
to the Tender Offer Statement on Schedule TO filed by Parent on October 20, 2016, and is incorporated herein by reference.
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By adding the following paragraph after the first paragraph under the subheading Certain Litigation:
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On October 18, 2016, Frank Lin, a purported stockholder of the Company, filed a putative stockholder class action complaint in the Court of
Chancery of the State of Delaware against the individual members of the Board, captioned
Frank Lin v. Jesper Andersen, et. al.
, Case No. 12834-VCG. The complaint in this action alleges, among other things, that the members of the Board
breached their fiduciary duties to the Companys stockholders in connection with the Transactions, that the Transactions do not appropriately value the Company and were the result of a flawed sale process, that the Merger Agreement includes
preclusive deal terms and that the Schedule 14D-9 omitted or misstated material information. The complaint seeks, among other things, an order enjoining defendants from consummating the Transactions, money damages and an award of attorneys and
experts fees. Because this action is in its early stages, it is not possible to determine the potential outcome of this lawsuit or to make any estimate of probable losses at this time. The Board believes that the claims asserted in the lawsuit
are without merit and intends to vigorously defend against the action. A negative outcome in the action could have a material adverse effect on the Company if it results in preliminary or permanent injunctive relief or rescission of the Merger
Agreement.
The foregoing description is qualified in its entirety by reference to the complaint attached as Exhibit (a)(5)(C) to
Amendment No. 2 to the Tender Offer Statement on Schedule TO filed by Parent on October 20, 2016.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the
following exhibit:
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Exhibit
No.
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Description
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(a)(5)(M)
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Joint Press Release issued by Parent and the Company on October 20, 2016 (incorporated by reference to Exhibit (a)(1)(J) to Amendment No. 2 to the Schedule TO filed with the SEC on October 20, 2016).
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(a)(5)(N)
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Class Action Complaint dated October 18, 2016 (Frank Lin v. Jesper Andersen, et. al., Case No. 12834-VCG) (incorporated by reference to Exhibit (a)(5)(C) to Amendment No. 2 to the Tender Offer Statement on Schedule TO filed with the
SEC on October 20, 2016).
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true,
complete and correct.
Dated: October 20, 2016
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INFOBLOX INC.
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By:
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/s/ JANESH MOORJANI
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Name: Janesh Moorjani
Title:
Chief Financial Officer
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