Amended Statement of Ownership: Solicitation (sc 14d9/a)
September 19 2016 - 6:02AM
Edgar (US Regulatory)
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 1934 ACT OF 1934
(Amendment No. 7)
AVG
TECHNOLOGIES N.V.
(Name of Subject Company)
AVG
TECHNOLOGIES N.V.
(Name of Person(s) Filing Statement)
Ordinary Shares, Nominal Value 0.01 Per Share
(Title of Class of Securities)
N07831105
(CUSIP Number
of Class of Securities)
Harvey J. Anderson
AVG Technologies N.V.
Gatwickstraat 9-39
1043
GL Amsterdam
Netherlands
+31-20-5226210
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
With a copy to:
Peter M. Lamb
Richard V.
Smith
Orrick, Herrington & Sutcliffe LLP
1000 Marsh Road
Menlo
Park, California 94205
(650) 614-7400
¨
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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. 7 to Schedule 14D-9 (this
Amendment
) amends and
supplements the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the U.S. Securities and Exchange Commission (the
SEC
) on July 29, 2016 (together with the exhibits and annexes thereto and as
amended or supplemented hereby and as previously and as may be further amended from time to time, the
Schedule 14D-9
) by AVG Technologies N.V., a public limited liability company (
naamloze vennootschap
) organized under the
laws of The Netherlands (the
Company
or
AVG
). The Schedule 14D-9 relates to the tender offer by Avast Software B.V., a private company with limited liability
(besloten vennootschap met beperkte
aansprakelijkheid)
(
Purchaser
) organized under the laws of The Netherlands and a direct wholly owned subsidiary of Avast Holding B.V., a private company with limited liability (
besloten vennootschap met beperkte
aansprakelijkheid
) organized under the laws of The Netherlands (
Parent
or
Avast
), to purchase all of the outstanding ordinary shares, nominal value 0.01 per share, of the Company (the
Shares
) at a purchase price of $25.00 per Share (the
Offer Price
), in cash, without interest and less any applicable withholding taxes or other taxes, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated July 29, 2016 (as may be amended or supplemented from time to time, the
Offer to Purchase
) and the related Letter of Transmittal (as may be amended and supplemented from time to time,
the
Letter of Transmittal
, which, together with the Offer to Purchase, constitute the
Offer
).
Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the
Schedule 14D-9.
Except as set forth below, the information set forth in the Schedule 14D-9 remains
unchanged and is incorporated herein by reference as relevant to the items in this Amendment.
Item 2. Identity and Background of Filing Person
Item 2 of the Schedule 14D-9 is hereby amended and supplemented by replacing the last paragraph under the subsection titled
(b) Tender Offer with the following:
The Offer, which was previously scheduled to expire at 11:59 p.m., New York City
time, on August 31, 2016 and was extended until 11:59 p.m., New York City time, on September 15, 2016, is being further extended in accordance with the Purchase Agreement until 11:59 p.m., New York City time, on September 29, 2016,
unless further extended or earlier terminated in accordance with the Purchase Agreement.
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.
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AVG TECHNOLOGIES N.V.
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By:
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/s/ Gary Kovacs
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Name:
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Gary Kovacs
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Title:
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Chief Executive Officer
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By:
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/s/ Jeffrey Ross
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Name:
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Jeffrey Ross
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Title:
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Chief Financial Officer
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Dated: September 16, 2016
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