This Amendment No. 5 (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”), Amendment No. 2 filed on December 6, 2019 (“Amendment No.2”), Amendment No. 3 filed on December 11, 2019 (“Amendment No.3”) and Amendment No. 4 filed on December 12, 2019 (“Amendment No. 4”) , filed by Open Text Corporation, a corporation incorporated under the federal laws of Canada (“OpenText”) and Coral Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of OpenText (“Purchaser”), with the Securities and Exchange Commission on November 25, 2019 (together with this Amendment, Amendment No.1, Amendment No.2, and Amendment No.3 and Amendment No. 4, 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 from 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:
Amendments to the Schedule TO
Items 1-9 and 11.
The Offer to Purchase and Items1-9 and 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 by adding the following paragraphs at the end thereof:
“Consummation of the Offer and the Merger.
OpenText announced that the expiration of the Offer occurred at one minute after 11:59 PM, Eastern time, on December 23, 2019 (the “Expiration Time”). The Depositary for the Offer has advised OpenText and Purchaser, that immediately prior to the Expiration Time on December 24, 2019 there were validly tendered and not withdrawn (and excluding any Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” (as defined in Section 251(h)(6)(f) of the DGCL)), a total of 28,703,509 Shares. The validly tendered Shares, represent approximately 81.51% of the Shares outstanding immediately following the consummation of the Offer. In addition, notices of guaranteed delivery have been delivered with respect to 3,482,105 Shares. The number of Shares tendered into the Offer (excluding any Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received” (as defined in Section 251(h)(6)(f) of the DGCL)) satisfied the Minimum Condition. All conditions to the Offer have been satisfied or waived. Purchaser has accepted for payment all Shares that were validly tendered pursuant to the Offer and not withdrawn prior to the Expiration Time.
On December 24, 2019, following the expiration of the Offer and acceptance for payment of the Shares tendered pursuant to the Offer, OpenText completed its acquisition of Carbonite pursuant to the terms of the Merger Agreement. Pursuant to the terms and conditions of the Merger Agreement, Purchaser merged with and into Carbonite, with Carbonite surviving the Merger as a wholly-owned subsidiary of OpenText, without a stockholder vote to adopt the Merger Agreement and effect the Merger in accordance with Section 251(h) of the DGCL. As a result of the Merger, each Share outstanding immediately prior to the Effective Time was converted into the right to receive the Merger Consideration in cash, without interest, and net of applicable withholding of taxes (which is the same amount per Share that will be paid in the Offer), other than each Share (i) to be converted or cancelled pursuant to the Merger Agreement, (ii) owned by Carbonite stockholders who are entitled to and who properly exercised appraisal rights under Section 262 of the DGCL with respect to such Share, or (iii) irrevocably accepted for purchase pursuant to the Offer.
