UNITED STATES
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 Exchange Act of 1934
(Amendment No. 4)
VOCUS, INC.
(Name of Subject Company)
VOCUS, INC.
(Name of Person Filing Statement)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
92858J108
(CUSIP Number of Class of Securities)
Stephen A. Vintz
Executive Vice President and Chief Financial Officer
Vocus, Inc.
12051 Indian Creek Court
Beltsville, Maryland 20705
(301) 459-2590
(Name, address, and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
Copies to
Margaret A. Brown
Skadden, Arps, Slate, Meagher & Flom LLP
500 Boylston Street
Boston, Massachusetts 02116
(617) 573-4800
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 4 (this “Amendment No. 4”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Vocus, Inc. (the “Company”) with the Securities and Exchange Commission (the “SEC”) on April 18, 2014 (as amended and supplemented from time to time, the “Schedule 14D-9”). The Schedule 14D-9 relates to the cash tender offer by GTCR Valor Merger Sub, Inc. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of GTCR Valor Companies, Inc. (“Parent”), to purchase all of the outstanding shares of the Company’s common stock, par value $0.01 per share, including the associated rights to purchase shares of Series B Junior Participating Preferred Stock, $0.01 par value, of the Company (collectively, the “Shares”), at a purchase price of $18.00 per Share, net to the holder thereof in cash, without interest and subject to any withholding of taxes required by applicable law, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 18, 2014, and the related Letter of Transmittal for Shares and Letter of Transmittal for Employee Restricted Shares, each of which is attached to the Schedule TO filed by Parent and Purchaser with the SEC on April 18, 2014.
Except as set forth below, the information set forth in the Schedule 14D-9, as heretofore amended, remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment No. 4. Capitalized terms used but not defined herein have the respective meanings ascribed to them in the Schedule 14D-9.
| Item 2. | Identity and Background of Filing Person. |
Item 2, “Identify and Background of Filing Person,” is hereby amended and supplemented by inserting the following sentence on page 2 of the Schedule 14D-9 at the end of the third paragraph in the section entitled “Item 2. Identity and Background of Filing Person — Tender Offer”:
On May 16, 2014, Parent and Purchaser extended the Offer until 9:30 a.m. (Eastern Time) on May 21, 2014, unless further extended or earlier terminated.
| Item 8. | Additional Information. |
Item 8, “Additional Information,” is hereby amended and supplemented by inserting the following paragraph immediately after the second paragraph in the section entitled “Item 8. Additional Information — Regulatory Approvals — Antitrust Compliance — U.S. Antitrust Compliance” on page 36 of the Schedule 14D-9:
On May 15, 2014, the Company was informed that the FTC has granted early termination of the waiting period under the HSR Act applicable to the purchase of Shares in the Offer. As a result, the applicable condition to the Offer with respect to the expiration or termination of the waiting period under the HSR Act has been satisfied.
Item 8, “Additional Information,” is hereby amended and supplemented by inserting the following paragraph immediately after the paragraph that was inserted pursuant to Amendment No. 3 to the Schedule 14D-9 filed by the Company with the SEC on May 9, 2014, in the section entitled “Item 8. Additional Information — Litigation Related to the Offer”:
In connection with the Delaware action, following a hearing on May 15, 2014 in the Delaware Court of Chancery, Vice Chancellor Laster issued an order denying the plaintiffs’ motion for a preliminary injunction to enjoin the acquisition of the Company by Parent and Purchaser.
Item 8, “Additional Information,” is hereby amended and supplemented by inserting the following section on page 39 of the Schedule 14D-9 immediately after the section entitled “Item 8. Additional Information — Rights Agreement”:
Extension of Offer Period.
On May 16, 2014, Parent and Purchaser extended the Offer until 9:30 a.m. (Eastern Time) on Wednesday, May 21, 2014, unless further extended or earlier terminated. The Offer had previously been scheduled to expire at 9:30 a.m. (Eastern Time) on Friday, May 16, 2014. The depositary for the Offer has advised that as of the close of business on May 15, 2014, approximately 17,027,584 Shares (excluding 934,156 Shares tendered pursuant to guaranteed delivery procedures that had not yet been delivered in settlement or satisfaction of such guarantee) had been validly tendered in the Offer and not properly withdrawn, representing approximately 79% of the outstanding Shares as of May 15, 2014.
1
SIGNATURE
After due inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
| VOCUS, INC. | ||
| By: | /s/ Stephen A. Vintz | |
Name: Title: | Stephen A. Vintz Executive Vice President and Chief Financial Officer | |
Dated: May 16, 2014
