ONVI Onvia, Inc. (MM)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

Onvia, Inc.

(Name of Subject Company (Issuer))

Project Olympus Merger Sub, Inc.

(Offeror)

a wholly owned subsidiary of

Project Diamond Intermediate Holdings Corporation

(Names of Filing Persons (Parent of Offeror))

the parent company of

Deltek, Inc.

(Names of Filing Persons (Other Person))

John K. Stipancich

Vice President and Secretary

Deltek, Inc.

2291 Wood Oak Drive

Herndon, Virginia 20171

(703) 734-8606

(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)

Copies to:

Joel T. May

William J. Zawrotny

Jones Day

1420 Peachtree Street, N.E., Suite 800

Atlanta, Georgia 30309-3053

(404) 521-3939

CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

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:

This Tender Offer Statement on Schedule TO (this “ Schedule TO ”) relates to the offer (the “ Offer ”) by Project Olympus Merger Sub, Inc., a Delaware corporation (“ Purchaser ”) and a wholly owned subsidiary of Project Diamond Intermediate Holdings Corporation, a Delaware corporation (“ Parent ”) and the parent company of Deltek, Inc., a Delaware corporation (“ Deltek ”), to purchase any and all issued and outstanding shares of common stock, $0.0001 par value per share (the “ Shares ”), of Onvia, Inc., a Delaware corporation (“ Onvia ”), at a price of $9.00 per Share, net to the seller in cash, without interest thereon and subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 19, 2017 (as it may be amended or supplemented from time to time, the “ Offer to Purchase ”), which is annexed to and filed with this Schedule TO as Exhibit (a)(1)(A), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “ Letter of Transmittal ”), which is annexed to and filed with this Schedule TO as Exhibit (a)(1)(B), which, together with any amendments or supplements thereto, collectively constitute the “ Offer .”

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.

This Schedule TO is being filed by Purchaser, Parent and Deltek. The information set forth in Section 9 —  “Certain Information Concerning Purchaser, Parent and Deltek” of the Offer to Purchase and in Schedule A to the Offer to Purchase is incorporated herein by reference.

The information set forth in the Offer to Purchase is incorporated herein by reference.

The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet” and “Introduction” and Sections 9, 10 and 11 — “Certain Information Concerning Purchaser, Parent and Deltek,” “Background of the Offer; Past Contacts, Transactions, Negotiations and Agreements” and “Purpose of the Offer and Plans for Onvia; Merger Agreement and Other Agreements” of the Offer to Purchase is incorporated herein by reference.

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The information set forth in the sections of the Offer to Purchase entitled “Summary Term Sheet” and “Introduction” and Sections 6, 7, 11 and 14 — “Price Range of Shares; Dividends,” “Possible Effects of the Offer; NASDAQ Listing; Exchange Act Registration,” “Purpose of the Offer and Plans for Onvia; Merger Agreement and Other Agreements” and “Dividends and Distributions” of the Offer to Purchase is incorporated herein by reference.

The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” and Sections 10, 11 and 12 — “Background of the Offer; Past Contacts, Transactions, Negotiations and Agreements,” “Purpose of the Offer and Plans for Onvia; Merger Agreement and Other Agreements” and “Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.

The information set forth in Sections 9 and 11 — “Certain Information Concerning Purchaser, Parent and Deltek” and “Purpose of the Offer and Plans for Onvia; Merger Agreement and Other Agreements” of the Offer to Purchase is incorporated herein by reference.

The information set forth in the section of the Offer to Purchase entitled “Introduction” and Sections 10, 11 and 17 — “Background of the Offer; Past Contacts, Transactions, Negotiations and Agreements,” “Purpose of the Offer and Plans for Onvia; Merger Agreement and Other Agreements” and “Fees and Expenses” of the Offer to Purchase is incorporated herein by reference.

Not applicable.

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Not applicable.

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EXHIBIT INDEX

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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.

Dated: October 19, 2017

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