SCHEDULE TO
GigCapital, Inc., a Delaware corporation (the “Company” or “GigCapital” or “we”, “us” or “our”) hereby
amends and supplements the Tender Offer Statement on Schedule TO (as amended and supplemented, the “Schedule TO”) originally filed by us with the Securities and Exchange Commission (the “SEC”) on October 8, 2019, as amended
and supplemented by Amendment No. 1 and Amendment No. 2 to Schedule TO as filed with the SEC on October 17, 2019, Amendment No. 3 as filed with the SEC on October 18, 2019 and Amendment No. 4 as filed with the SEC on
October 28, 2019. The Schedule TO relates to the Company’s offer to purchase for cash up to 14,873,256 of its rights, each to receive one-tenth of one share of the Company’s Common
Stock (the “Rights”), at a price of $0.99 per Right, net to the seller in cash, less any applicable withholding taxes and without interest for an aggregate purchase price of up to $14,724,523.44. The Company’s offer is being made upon
the terms and subject to the conditions set forth in the Offer to Purchase dated October 8, 2019 (the “Offer to Purchase”) and in the related Letter of Transmittal (the “Letter of Transmittal”), which, as amended or
supplemented from time to time, constitute the offer (“Offer”). 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.
This Amendment No. 5, as it amends and supplements the 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 “Exchange Act”). Only those items reported in this Amendment No. 5 are amended or supplemented. Except
as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains unchanged.
This Amendment No. 5 should be read in conjunction with the Schedule TO, the Offer to Purchase and the Letter of Transmittal, as the same may be further
amended or supplemented hereafter and filed with the SEC.
Capitalized terms used and not defined herein have the meanings assigned to such terms in the
Offer to Purchase.
Items 1 through 11.
1. On
November 7, 2019, the Company issued a press release announcing the extension of the Offer to one minute past 11:59 p.m., New York City time, on November 22, 2019. A copy of the press release is filed as Exhibit (a)(5)(iv) to the Schedule TO and is
incorporated herein by reference. References to “one minute past 11:59 a.m., New York City time, on November 7, 2019” are hereby replaced with “one minute past 11:59 p.m., New York City time, on November 22, 2019” beginning
on the front cover and throughout the Offer to Purchase.
2. The reference to “NOVEMBER 7, 2019” on the cover page of the Letter of Transmittal
is hereby Deleted and replaced with “NOVEMBER 22, 2019.”
Item 12. Exhibits.
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Exhibit
Number
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Description
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(a)(1)(A)*
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Offer to Purchase dated October 8, 2019.
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(a)(1)(B)*
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Letter of Transmittal to Tender Rights.
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(a)(1)(C)*
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(D)*
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)I*
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
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(a)(5)(i)*
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Press Release dated October 8, 2019.
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(a)(5)(ii)*
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Summary Advertisement, dated October 8, 2019.
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(a)(5)(iii)*
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Investor Presentation, dated October 2019. (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K as filed with the SEC on October 18,
2019.)
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(a)(5)(iv)**
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Press Release dated November 7, 2019.
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(d)(1)
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Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K as filed with the SEC on December 12,
2017).
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(d)(2)
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Stock Purchase Agreement, dated as of February 22, 2019 (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K as filed with the SEC on February 26,
2019).
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(d)(3)
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Amendment No. 1 to Stock Purchase Agreement, dated as of September 24, 2019. (Incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K as filed with the
SEC on September 24, 2019).
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(d)(4)
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Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (Incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K as filed
with the SEC on December 12, 2017).
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