Amended Statement of Ownership: Solicitation (sc 14d9/a)
September 30 2016 - 8:06AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(RULE 14d-101)
(Amendment No. 9)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE SECURITIES 1934 ACT OF 1934
AVG TECHNOLOGIES N.V.
(Name of Subject Company)
AVG
TECHNOLOGIES N.V.
(Name of Person(s) Filing Statement)
Ordinary Shares, Nominal Value 0.01 Per Share
(Title of Class of Securities)
N07831105
(CUSIP Number
of Class of Securities)
Harvey J. Anderson
AVG Technologies N.V.
Gatwickstraat 9-39
1043
GL Amsterdam
Netherlands
+31-20-5226210
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person(s) Filing Statement)
With a copy to:
Peter M. Lamb
Richard V.
Smith
Orrick, Herrington & Sutcliffe LLP
1000 Marsh Road
Menlo
Park, California 94205
(650) 614-7400
☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 9 to Schedule 14D-9 (this
Amendment
) amends and
supplements the Solicitation/Recommendation Statement on Schedule 14D-9 originally filed with the U.S. Securities and Exchange Commission (the
SEC
) on July 29, 2016 (together with the exhibits and annexes thereto and as
amended or supplemented hereby and as previously and as may be amended from time to time, the
Schedule 14D-9
) by AVG Technologies N.V., a public limited liability company (
naamloze vennootschap
) organized under the laws of
The Netherlands (the
Company
or
AVG
). The Schedule 14D-9 relates to the tender offer by Avast Software B.V., a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid)
(
Purchaser
) organized under the laws of The Netherlands and a direct wholly owned subsidiary of Avast Holding B.V., a private company with limited liability (
besloten vennootschap met beperkte aansprakelijkheid
) organized
under the laws of The Netherlands (
Parent
or
Avast
), to purchase all of the outstanding ordinary shares, nominal value 0.01 per share, of the Company (the
Shares
) at a purchase
price of $25.00 per Share (the
Offer Price
), in cash, without interest and less any applicable withholding taxes or other taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 29,
2016 (as may be amended or supplemented from time to time, the
Offer to Purchase
) and the related Letter of Transmittal (as may be amended and supplemented from time to time, the
Letter of Transmittal
,
which, together with the Offer to Purchase, constitute the
Offer
).
Capitalized terms used, but not otherwise defined,
in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9.
Except as set forth below, the information set forth in
the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.
Item 8. Additional
Information.
Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following before (e)
Forward-Looking Statements and renumbering (e) Forward-Looking Statements as section (f):
(e)
Expiration of the Offer;
Subsequent Offering Period
At 11:59 p.m., New York City time, on September 29, 2016, the initial offering period, as extended,
for the Offer expired. American Stock Transfer & Trust Company, LLC, the depositary for the Offer, has advised that, as of the Expiration Time, a total of 44,543,555 Shares had been validly tendered (excluding all Shares tendered by Notice
of Guaranteed Delivery) and not withdrawn pursuant to the Offer. In addition, the depositary has advised that, as of the Expiration Time, 2,809,498 Shares have been tendered by Notice of Guaranteed Delivery. All conditions to the Offer having been
satisfied, on September 30, 2016, Purchaser accepted for payment all Shares validly tendered and not properly withdrawn prior to the Expiration Time and expects to promptly pay for all such Shares.
Pursuant to the Purchase Agreement and in accordance with Rule 14d-11 promulgated under the 1934 Act, Purchaser has commenced a subsequent
offering period of the Offer (the
Subsequent Offering Period
). The Subsequent Offering Period will expire at 11:59 p.m., New York City time, on October 14, 2016, unless extended. All Shares properly tendered during the
Subsequent Offering Period will be immediately accepted for payment, and tendering holders will thereafter promptly be paid the same Offer Price of $25.00 per Share, in cash, without interest and less applicable withholding taxes or other taxes,
upon the terms and subject to the conditions set forth in the Offer to Purchase. The procedures for accepting the Offer and tendering Shares during the Subsequent Offering Period are the same as those applicable to the initial offering period as
described in the Offer to Purchase, except that Shares validly tendered during the Subsequent Offering Period may not be withdrawn and the guaranteed delivery procedures may not be used during the Subsequent Offering Period.
1
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.
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AVG TECHNOLOGIES N.V.
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By:
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/s/ Alan Rassaby
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Name:
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Alan Rassaby
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Title:
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Managing Director
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By:
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/s/ Stefan Boermans
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Name:
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Stefan Boermans
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Title:
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Managing Director
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Dated: September 30, 2016
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