SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under
Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934
(Amendment No. 4)
CYREN LTD.
(Name of Subject Company (Issuer))
WP XII INVESTMENTS B.V.
WP XII INVESTMENTS COÖPERATIEF U.A.
WARBURG PINCUS (CALLISTO) PRIVATE EQUITY XII (CAYMAN), L.P.
WARBURG PINCUS (EUROPA) PRIVATE EQUITY XII (CAYMAN), L.P.
WARBURG PINCUS (GANYMEDE) PRIVATE EQUITY XII (CAYMAN), L.P.
WARBURG PINCUS PRIVATE EQUITYXII-B (CAYMAN), L.P.
WARBURG PINCUS PRIVATE EQUITYXII-D (CAYMAN), L.P.
WARBURG PINCUS PRIVATE EQUITYXII-E (CAYMAN), L.P.
WARBURG PINCUS XII PARTNERS (CAYMAN), L.P.
WP XII PARTNERS (CAYMAN), L.P.
(Name of Filing Person (Offeror))
ORDINARY SHARES, NOMINAL VALUE NIS 0.15 PER SHARE
(Title of Class of Securities)
M26895108
(CUSIP Number of Class of Securities)
WP XII Investments B.V.
c/o Warburg Pincus LLC
450 Lexington Avenue
New York, NY 10017
Telephone: (212)878-0600
(Name, address and telephone numbers of person authorized to receive
notices and communications on behalf of filing persons)
With copies to:
Asaf Harel Tomer Sela | Dvir Oren Kirkland & Ellis LLP |
CALCULATION OF FILING FEE
| Transaction Valuation* $78,163,395 | Amount of Filing Fee** $9,732 |
| * | For purposes of calculating the filing fee only, this amount is based on the offer to purchase 31,265,358 ordinary shares of Cyren Ltd. at a purchase price of $2.50 cash per share. |
| ** | Calculated in accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, as updated by Fee Advisory #1 for Fiscal Year 2018, by multiplying the transaction valuation by 0.0001245. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule0-11(a)(2) 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: $9,732. | Filing Party: WP XII INVESTMENTS B.V. | |
Form or Registration No.: Schedule TO. | Date Filed: November 20, 2017. |
| ☐ | 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 transaction to which the statement relates:
| ☒ | third-party tender offer subject to Rule14d-1 |
| ☐ | issuer tender offer subject toRule 13e-4 |
| ☐ | going-private transaction subject toRule 13e-3 |
| ☐ | amendment to Schedule 13D underRule 13d-2 |
| Check | the following box if the filing is a final amendment reporting the results of the tender offer: ☐ |
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ☒ | Rule14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 4 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the United States Securities and Exchange Commission (the “SEC”) on November 20, 2017, as amended by Amendment No. 1 filed with the SEC on November 28, 2017, as further amended by Amendment No. 2 filed with the SEC on December 6, 2017, as further amended by Amendment No. 3 filed with the SEC on December 14, 2017 (together with any other amendments and supplements thereto, the “Schedule TO”) by WP XII Investments B.V., a private limited liability company organized under the laws of the Netherlands (“WP XII BV”), which is a wholly owned subsidiary of WP XII Investments Coöperatief U.A., a company incorporated in The Netherlands (“WP XII Investments Coöperatief”), which is jointly owned by (i) Warburg Pincus (Callisto) Private Equity XII (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP XII Callisto”), (ii) Warburg Pincus (Europa) Private Equity XII (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP XII Europa”), (iii) Warburg Pincus (Ganymede) Private Equity XII (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP XII Ganymede”), (iv) Warburg Pincus Private EquityXII-B (Cayman), L.P., a Cayman Islands exempted limited partnership (“WPXII-B”), (v) Warburg Pincus Private EquityXII-D (Cayman), L.P., a Cayman Islands exempted limited partnership (“WPXII-D”), (vi) Warburg Pincus Private EquityXII-E (Cayman), L.P., a Cayman Islands exempted limited partnership (“WPXII-E”), (vii) Warburg Pincus XII Partners (Cayman), L.P., a Cayman Islands exempted limited partnership (“Warburg Pincus XII Partners”) and (viii) WP XII Partners (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP XII Partners,” and together with WP XII Callisto, WP XII Europa, WP XII Ganymede, WPXII-B, WPXII-D, WPXII-E and Warburg Pincus XII Partners, the “WP XII Funds”; the WP XII Funds, collectively with WP XII BV and WP XII Investments Coöperatief, the “Bidder”) and
relates to the offer by the Bidder to purchase 31,265,358 outstanding ordinary shares, nominal (par) value NIS 0.15 per share (the “Shares”), of Cyren Ltd. (“Cyren”), at $2.50 per Share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms of, and subject to the conditions to, the Offer to Purchase, dated November 20, 2017 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, constitute the “Offer”).
This Schedule TO is intended to satisfy the reporting requirements of Rule 14d-1 under the Securities Exchange Act of 1934, as amended. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase, and the Letter of Transmittal remains unchanged and this Amendment does not modify any of the information previously reported on the Schedule TO. This Amendment should be read in conjunction with the Schedule TO, the Offer to Purchase, and the Letter of Transmittal.
| ITEM 11. | ADDITIONAL INFORMATION. |
The information set forth in Section 5 (“Certain Material U.S. Federal Income Tax and Israeli Income Tax Consequences”) of the Offer to Purchase is hereby amended and supplemented by adding the following paragraph after the last paragraph under such heading:
“On December 17, 2017, the Israeli Tax Authority granted approval with respect to the Israeli withholding tax rates applicable to shareholders as a result of the sale of Cyren shares pursuant to the offer. The approval provides, among other things, that payments to registered shareholders will be subject to Israeli withholding tax, unless such tendering shareholder provides the paying agent with an exemption certificate issued by the Israeli Tax Authority.”
Items 1 through 9 and 11
Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:
(1) “On December 19, 2017, the Bidder issued a press release announcing that all of the conditions to the Offer have been satisfied and that it is commencing the Additional Offer Period. A copy of the press release is attached hereto as Exhibit (a)(5)(F) and is incorporated herein by reference.”
| ITEM 12. | EXHIBITS. |
NO. | DESCRIPTION | |
| (a)(1)(A) | Offer to Purchase dated November 20, 2017.† | |
| (a)(1)(B) | Letter of Transmittal.† | |
| (a)(1)(C) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.† | |
| (a)(1)(D) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.† | |
| (a)(1)(E) | Internal Revenue Service Form W-9.† | |
| (a)(1)(F) | Notice of Objection.† | |
| (a)(1)(G) | Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”).† | |
| (a)(5)(A) | Text of Press Release issued by the Bidder and the issuer on November 6, 2017 (incorporated by reference to the pre-commencement tender offer materials filed by the offerors on November 7, 2017). | |
| (a)(5)(B) | Text of Press Release issued by the Bidder on November 20, 2017.† | |
| (a)(5)(C) | Summary Advertisement published on November 20, 2017.† | |
| (a)(5)(D) | Form of Cover of ‘Mifrat’ to be filed with the Israeli Securities Authority on November 20, 2017.*† | |
| (a)(5)(E) | Form of Acceptance Notice and Notice of Objection to be filed with the Israeli Securities Authority on November 20, 2017.*† | |
| (a)(5)(F) | Text of Press Release issued by the Bidder on December 19, 2017, announcing the commencement of the Additional Offer Period. | |
| (b) | Not applicable. | |
| (d)(1) | Securities Purchase Agreement, dated as of November 6, 2017, by and among WP XII Investments B.V. and Cyren Ltd. (incorporated by reference to the Schedule 13D filed by the offerors on November 16, 2017). | |
| (d)(2) | Registration Rights Agreement, dated as of November 6, 2017, by and among WP XII Investments B.V. and Cyren Ltd. (incorporated by reference to the Schedule 13D filed by the offerors on November 16, 2017). | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| * | English translation from Hebrew. |
| † | Previously filed. |
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SIGNATURES
After due inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct.
| WP XII INVESTMENTS B.V. | ||
| By: | /s/ Tara E. O’Neill | |
| Name: Tara E. O’Neill | ||
| Title: Managing Director A | ||
| By: | /s/ Guido F.X.M. Nieuwenhuizen | |
| Name: Guido F.X.M. Nieuwenhuizen | ||
| Title: Managing Director A | ||
| WP XII INVESTMENTS COÖPERATIEF U.A. | ||
| By: | /s/ Tara E. O’Neill | |
| Name: Tara E. O’Neill | ||
| Title: Managing Director A | ||
| By: | /s/ Guido F.X.M. Nieuwenhuizen | |
| Name: Guido F.X.M. Nieuwenhuizen | ||
| Title: Managing Director A | ||
WARBURG PINCUS (CALLISTO) PRIVATE EQUITY XII (CAYMAN), L.P. | ||
| By: | Warburg Pincus (Cayman) XII, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) XII GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its sole member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Authorised Signatory | ||
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WARBURG PINCUS (EUROPA) PRIVATE EQUITY XII (CAYMAN), L.P. | ||
| By: | Warburg Pincus (Cayman) XII, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) XII GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its sole member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Authorised Signatory | ||
WARBURG PINCUS (GANYMEDE) PRIVATE EQUITY XII (CAYMAN), L.P. | ||
| By: | Warburg Pincus (Cayman) XII, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) XII GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its sole member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Authorised Signatory | ||
WARBURG PINCUS PRIVATE EQUITYXII-B (CAYMAN), L.P. | ||
| By: | Warburg Pincus (Cayman) XII, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) XII GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its sole member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Authorised Signatory | ||
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WARBURG PINCUS PRIVATE EQUITYXII-D (CAYMAN), L.P. | ||
| By: | Warburg Pincus (Cayman) XII, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) XII GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its sole member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Authorised Signatory | ||
WARBURG PINCUS PRIVATE EQUITYXII-E (CAYMAN), L.P. | ||
| By: | Warburg Pincus (Cayman) XII, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) XII GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its sole member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Authorised Signatory | ||
WARBURG PINCUS XII PARTNERS (CAYMAN), L.P. | ||
| By: | Warburg Pincus (Cayman) XII, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) XII GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its sole member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Authorised Signatory | ||
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| WP XII PARTNERS (CAYMAN), L.P. | ||
| By: | Warburg Pincus (Cayman) XII, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) XII GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its sole member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Authorised Signatory | ||
Dated: December 19, 2017
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EXHIBIT INDEX
NO. | DESCRIPTION | |
| (a)(1)(A) | Offer to Purchase dated November 20, 2017.† | |
| (a)(1)(B) | Letter of Transmittal.† | |
| (a)(1)(C) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.† | |
| (a)(1)(D) | Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.† | |
| (a)(1)(E) | Internal Revenue Service Form W-9.† | |
| (a)(1)(F) | Notice of Objection.† | |
| (a)(1)(G) | Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”).† | |
| (a)(5)(A) | Text of Press Release issued by the Bidder and the issuer on November 6, 2017 (incorporated by reference to the pre-commencement tender offer materials filed by the offerors on November 7, 2017). | |
| (a)(5)(B) | Text of Press Release issued by the Bidder on November 20, 2017.† | |
| (a)(5)(C) | Summary Advertisement published on November 20, 2017.† | |
| (a)(5)(D) | Form of Cover of ‘Mifrat’ to be filed with the Israeli Securities Authority on November 20, 2017.*† | |
| (a)(5)(E) | Form of Acceptance Notice and Notice of Objection to be filed with the Israeli Securities Authority on November 20, 2017.*† | |
| (a)(5)(F) | Text of Press Release issued by the Bidder on December 19, 2017, announcing the commencement of the Additional Offer Period. | |
| (b) | Not applicable. | |
| (d)(1) | Securities Purchase Agreement, dated as of November 6, 2017, by and among WP XII Investments B.V. and Cyren Ltd. (incorporated by reference to the Schedule 13D filed by the offerors on November 16, 2017). | |
| (d)(2) | Registration Rights Agreement, dated as of November 6, 2017, by and among WP XII Investments B.V. and Cyren Ltd. (incorporated by reference to the Schedule 13D filed by the offerors on November 16, 2017). | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| * | English translation from Hebrew. |
| † | Previously filed. |
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