SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14D-9
(RULE 14d-101)
Solicitation/Recommendation
Statement Under Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 5)
Global Traffic Network, Inc.
(Name of Subject Company)
Global Traffic Network, Inc.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.001 Per Share
(Title of Class of Securities)
37947B 10 3
(CUSIP Number of Class of Securities)
William L. Yde III
Global Traffic Network, Inc.
880 Third Avenue, 6th Floor
New York, New York 10022
(212) 896-1255
(Name, Address and Telephone Number of Person Authorized to Receive Notice and
Communications on Behalf of the Person(s) Filing Statement)
With copies to:
Thomas C. Janson, Esq.
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 5 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 of Global Traffic Network, Inc. (“Global”) filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2011, as amended by Amendment No. 1 thereto, filed with the SEC on August 25, 2011, Amendment No. 2 thereto, filed with the SEC on September 6, 2011, Amendment No. 3 thereto, filed with the SEC on September 14, 2011, and Amendment No. 4 thereto, filed with the SEC on September 21, 2011 (as so amended, the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by GTCR Gridlock Acquisition Sub, Inc., a Nevada corporation and a direct wholly-owned subsidiary of GTCR Gridlock Holdings, Inc., a Delaware corporation, which is an indirect wholly-owned subsidiary of GTCR Gridlock Holdings (Cayman), L.P., a Cayman Islands exempted limited partnership, disclosed in the Tender Offer Statement on Schedule TO filed with the SEC on August 9, 2011, to purchase all of Global’s outstanding Shares for $14.00 per Share, payable net to the seller in cash without interest thereon, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in Purchaser’s Offer to Purchase, dated August 9, 2011 (as amended or supplemented from time to time, the ‘‘Offer to Purchase”), and in the related Letter of Transmittal (as amended or supplemented from time to time, the “Letter of Transmittal”). Copies of the Offer to Purchase and the Letter of Transmittal were filed with the Schedule 14D-9 as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule 14D-9.
| Item 8. | Additional Information to be Furnished. |
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following paragraphs to the end of Item 8:
“(12) Completion of the Tender Offer
The Offer expired at 5:00 P.M., New York City time, on September 23, 2011. U.S. Parent has been advised by the Depositary that 14,123,677 Shares were validly tendered and not withdrawn prior to the expiration of the Offer (which includes commitments to tender approximately 1,154,269 Shares pursuant to the Offer’s guaranteed delivery procedure), representing approximately 70% of the Shares outstanding as of September 23, 2011 on a fully diluted basis. Following the expiration of the Offer, the Purchaser accepted for payment all Shares that were validly tendered and not withdrawn prior to the expiration of the Offer.
Following the Purchaser’s exercise of the top-up option, Parent expects to complete the acquisition of Global on September 28, 2011 through the merger of the Purchaser with and into Global in accordance with applicable provisions of Nevada law that authorize the completion of the merger without a vote or meeting of shareholders of Global. Pursuant to the terms of the Merger Agreement, all remaining publicly held Shares will be converted into the right to receive the same $14.00 per Share, net to the holder in cash, without interest and less any applicable withholding tax, in the Merger.
On September 26, 2011, U.S. Parent issued a press release announcing the completion of the Offer.”
| Item 9. | Exhibits. |
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:
Exhibit No. | Document | |
| (a)(5)(H) | Press Release, dated September 26, 2011 (incorporated by reference to Exhibit (a)(5)(D) on Schedule TO filed by Purchaser and Parent on September 26, 2011). | |
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.
| GLOBAL TRAFFIC NETWORK, INC. | ||
| By: | /s/ Scott E. Cody | |
| Name: | Scott E. Cody | |
| Title: | Chief Operating Officer, Chief Financial Officer and Treasurer | |
Dated: September 26, 2011