UNITED STATES
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. 1)
TEXTURA CORPORATION
(Name of Subject Company)
TEXTURA CORPORATION
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
883211 104
(CUSIP Number of Class of Securities)
Ryan Lawrence
Textura Corporation
1405 Lake Cook Road
Deerfield, Illinois 60015
(847) 457-6500
(Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications
on Behalf of the Person(s) Filing Statement)
With a copy to:
William R. Kucera
Mayer Brown LLP
71 South Wacker Drive
Chicago, Illinois 60606
(312) 782-0600
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Amendment No. 1 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (together with any subsequent amendments and supplements thereto, the “Schedule 14D-9) filed with the Securities and Exchange Commission on May 12, 2016 by Textura Corporation, a Delaware corporation (the “Company”). The Schedule 14D-9 relates to the offer by Tulip Acquisition Corporation, a Delaware corporation to purchase all of the issued and outstanding shares of common stock, par value, $0.001 per share (the “Shares”), of the Company, at a purchase price of $26.00 per Share net to the seller in cash, without interest thereon and subject to any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 12, 2016 and in the related Letter of Transmittal, copies of which are attached to the Schedule 14D-9 as Exhibits (a)(1)(i) and (a)(1)(ii), respectively.
Except as otherwise set forth in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9.
Item 8.
Item 8 of the Schedule 14D-9 is hereby amended by:
Amending and supplementing the second paragraph in “Antitrust Compliance” on page 45 of the Schedule 14D-9 to add at the end of such paragraph the following:
“On May 20, 2016, the FTC granted early termination of the waiting period applicable to the Offer under the HSR Act. As a result, the Antitrust Condition has been partially satisfied inasmuch as the waiting period applicable to the Offer under the HSR Act has terminated.”
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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.
| Textura Corporation | ||
| By: | /s/ David Habiger | |
| Name: | David Habiger | |
| Title: | Chief Executive Officer | |
| Date: | May 24, 2016 | |
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