This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO, as amended and supplemented by Amendment No. 1 filed on December 3, 2019 (“Amendment No. 1”), filed by Coral Merger Sub Inc., a Delaware corporation (“Purchaser”) that is a wholly-owned subsidiary of Open Text Corporation, a corporation incorporated under the federal laws of Canada (“OpenText”), with the Securities and Exchange Commission on November 25, 2019 (together with this Amendment and Amendment No. 1, the “Schedule TO”). The Schedule TO relates to the tender offer by Purchaser for all of the outstanding shares of common stock of Carbonite, Inc., a Delaware corporation (“Carbonite”), par value $0.01 per share (each, a “Share”), at a price of $23.00 per Share, in cash, without interest, and net of applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 25, 2019 (the “Offer to Purchase”), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(B) (and which, together with the Offer to Purchase and other related materials, as each may be amended or supplemented form time to time, collectively constitute the “Offer”).
All capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Schedule TO.
The items of the Schedule TO set forth below are hereby amended and supplemented as follows:
| Item 11. | Additional Information. |
The Offer to Purchase and Item 11 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as set forth below.
The subsection of Section 15 of the Offer to Purchase titled “Foreign Antitrust Compliance” is amended and supplemented by adding the following at the end thereof:
“On December 6, 2019, the German antitrust authority (Bundeskartellamt) adopted a decision authorizing the transactions contemplated by the Merger Agreement, ending suspensory obligations under the German Act Against Restraints of Competition. Accordingly, the German Competition Condition has now been satisfied.”
The subsection of Section 15 of the Offer to Purchase titled “Litigation” is hereby amended and supplemented by deleting “None.” and replacing it with the following:
“A purported class action complaint has been filed in the United States District Court for the District of Delaware on behalf of a putative class of Carbonite’s stockholders. The complaint was filed on December 5, 2019 and is captioned Jordan Rosenblatt v. Carbonite, Inc. et al. The complaint names as defendants Carbonite, its directors, OpenText and Purchaser. The complaint alleges, among other things, that Carbonite and its directors violated federal securities laws by failing to disclose certain material information in the Schedule14D-9 and that the omissions constitute violations of federal securities laws by OpenText and Purchaser. The complaint seeks, among other things, injunctive relief preventing the consummation of the Offer and the Merger; rescission of the Offer and the Merger or an award of rescissory damages in the event they are consummated; and an award of plaintiffs’ expenses including reasonable attorneys’ and experts’ fees. The defendants believe that the claims asserted in the complaint are without merit.”
