UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
CONVIO, INC.
(Name of Subject Company (Issuer))
CARIBOU ACQUISITION CORPORATION
a wholly owned subsidiary of
BLACKBAUD, INC.
(Names of Filing Persons (Offerors))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
21257W105
(CUSIP Number of Class of Securities)
Marc Chardon
Blackbaud, Inc.
2000 Daniel Island Drive
Charleston, South Carolina 29492
(843) 216-6200
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
Donald R. Reynolds, Esq.
S. Halle Vakani, Esq.
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
Telephone: (919) 781-4000
Facsimile: (919) 781-4865
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
| $329,075,408 | $37,713 |
| * | Estimated for purposes of calculating the filing fee only. Determined by multiplying the offer price of $16.00 per share by the sum of (x) the 18,940,443 shares of common stock, par value $0.001 per share (the “Shares”), of Convio, Inc. issued and outstanding as of April 3, 2012, and (y) the 1,626,770 Shares that are issuable on or prior to the expiration of this tender offer upon the exercise of all options and other rights to purchase Shares that are currently outstanding and exercisable as of April 3, 2012 and have a per share exercise price of $16.00 or less. |
| ** | The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Fee Rate Advisory #3 for fiscal year 2012, issued September 29, 2011, by multiplying the transaction value by 0.0001146. |
| x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) of the Exchange Act and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: | $37,713 | Filing Party: | Blackbaud, Inc. | |||
Form or Registration No.: | Schedule TO | Date Filed: | April 4, 2012 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer: |
Check the appropriate boxes below to designate any transactions to which the statement relates.
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer:¨
This Amendment No. 9 amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) originally filed with the Securities and Exchange Commission on January 25, 2012 by Blackbaud, Inc., a Delaware corporation (“Parent ”), and Caribou Acquisition Corporation (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of Parent, and relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share (the “Shares ”), of Convio, Inc., a Delaware corporation (the “Company”), at a price of $16.00 per Share, net to the seller in cash, without interest thereon (subject to applicable withholding taxes), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 25, 2012 (the “Offer to Purchase”), and in the related Letter of Transmittal, (which, together with any supplements or amendments thereto, collectively constitute the “Offer”).
The information set forth in the Offer, including all schedules thereto, is expressly incorporated herein by reference with respect to all of the items of this Schedule TO, except as otherwise set forth below.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
| Item 11. | Additional Information |
Item 11 of the Schedule TO is hereby amended and supplemented by deleting the paragraph under the heading “Antitrust” in Section 16 – “Certain Legal Matters; Required Regulatory Approvals” of the Offer to Purchase and replacing it with the following paragraph:
“The transactions contemplated by the Merger Agreement are subject to compliance with the notification filing requirements under the HSR Act and the rules and regulations promulgated thereunder. Blackbaud first filed the requisite Premerger Notification and Report Form (the “HSR Notification and Report”) under the HSR Act with the Federal Trade Commission (the “FTC”) and the Department of Justice (the “DOJ”) on January 19, 2012. After voluntarily withdrawing its HSR Notification and Report effective February 3, 2012 to facilitate FTC and DOJ review of the Offer and the Merger, Blackbaud refiled it on February 7, 2012. On February 16, 2012, Blackbaud notified the FTC and DOJ that it would again voluntarily withdraw its HSR Notification and Report effective February 22, 2012. On April 13, 2012, Blackbaud refiled the HSR Notification and Report with the FTC and the DOJ. As a result, the waiting period applicable to the purchase of Shares pursuant to the Offer is scheduled to expire at 11:59 p.m., New York City time, on April 30, 2012, unless earlier terminated by the FTC and the DOJ or Blackbaud receives a request for additional information that would extend the waiting period.”
| Item 12. | Material to be Filed as Exhibits |
Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibits:
| “(a)(2)(O) | Current Report on Form 8-K regarding Parent’s refiling of its Premerger Notification and Report Form, filed by Parent on April 13, 2012. | |
| (a)(2)(P) | Press release issued by Parent on April 13, 2012 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Parent on April 13, 2012). | |
| (a)(2)(Q) | Information posted by Parent on its website about the proposed acquisition and updated frequently asked questions related thereto.” | |
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.
Dated: April 13, 2012
CARIBOU ACQUISITION CORPORATION | ||
By: | /s/ Anthony W. Boor | |
Name: | Anthony W. Boor | |
Title: | Chief Financial Officer and Treasurer | |
BLACKBAUD, INC. | ||
By: | /s/ Anthony W. Boor | |
Name: | Anthony W. Boor | |
Title: | Senior Vice President and Chief Financial Officer | |