Amended Statement of Ownership: Solicitation (sc 14d9/a)
September 21 2016 - 4:55PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(RULE 14d-101)
(Amendment No. 8)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE SECURITIES 1934 ACT OF 1934
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. 8 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 8.
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Additional Information
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The disclosure in Item 8 of the Schedule 14D-9 under the
heading (b)
Regulatory and Other Approvals
is hereby amended and supplemented by deleting the third paragraph under the heading Committee on Foreign Investment in the United States in its entirety and replacing it with
the following:
On August 4, 2016, the parties submitted a voluntary pre-filing draft notice to CFIUS pursuant to FINSA. Having implemented
comments from CFIUS on that draft, on August 16, 2016 the parties officially filed a joint voluntary notice with CFIUS. On September 20, 2016, the parties received written confirmation from CFIUS that it has completed its review of the
transactions contemplated by the Purchase Agreement under FINSA and determined that there are no unresolved national security concerns with respect to the transactions contemplated by the Purchase Agreement. The Offer continues to be subject to
other conditions set forth in Section 15 Certain Conditions of the Offer of the Offer to Purchase.
The exhibit list in 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 Avast Holding B.V. and AVG Technologies N.V. on September 21, 2016 (incorporated by reference to Exhibit
(a)(5)(M) to Schedule TO of Avast Holding B.V. (file no. 005-87064) filed with the Securities and Exchange Commission in Amendment No. 8 to Schedule TO of Avast Holding B.V. on September 21, 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 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 21, 2016
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