Amended Statement of Ownership: Solicitation (sc 14d9/a)
October 31 2016 - 9:14AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(RULE 14d-101)
(Amendment No. 11)
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)
Alan Rassaby
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. 11 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 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. Additional Information.
Item 8 of the
Schedule 14D-9 is hereby amended and supplemented by adding the following after the last paragraph under the subsection titled (e) Expiration of the Offer; Subsequent Offering Period:
The Subsequent Offering Period expired at 11:59 p.m., New York City time, on October 28, 2016. American Stock Transfer & Trust Company,
LLC, the depositary for the Offer, has advised that, as of 11:59 p.m., New York City time, on October 28, 2016, a total of 49,486,061 Shares had been validly tendered and not withdrawn pursuant to the Offer, including Shares tendered during the
initial offering period.
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/ Alan Rassaby
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Name:
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Alan Rassaby
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Title:
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Managing Director
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By:
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/s/ Stefan Boermans
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Name:
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Stefan Boermans
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Title:
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Managing Director
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Dated: October 31, 2016
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