This Tender Offer Statement on Schedule TO (this “Schedule TO”) is filed 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 Equity
XII-B
(Cayman), L.P., a Cayman Islands exempted limited partnership (“WP
XII-B”),
(v) Warburg Pincus Private Equity
XII-D
(Cayman), L.P., a Cayman Islands exempted limited partnership (“WP
XII-D”),
(vi) Warburg Pincus Private Equity
XII-E
(Cayman), L.P., a Cayman Islands exempted limited partnership (“WP
XII-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, WP
XII-B,
WP
XII-D,
WP
XII-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 hereto 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. Pursuant to General Instruction F to Schedule TO, the information contained in the Offer to Purchase and the Letter of Transmittal is incorporated herein by reference in response to all of the items
of this Schedule TO as more particularly described below. Capitalized terms used herein but not otherwise defined have the meaning ascribed to such terms in the Offer to Purchase.
|
ITEM 1.
|
SUMMARY TERM SHEET.
|
The information set forth under “Summary Term Sheet” in the Offer to
Purchase is incorporated herein by reference.
|
ITEM 2.
|
SUBJECT COMPANY INFORMATION.
|
(a) The information set forth in Section 8 (“Information
Concerning Cyren”) of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth under “Introduction” in the
Offer to Purchase is incorporated herein by reference.
(c) The information set forth in Section 6 (“Price Range of the Shares Etc.”) in
the Offer to Purchase is incorporated herein by reference.
|
ITEM 3.
|
IDENTITY AND BACKGROUND OF FILING PERSON.
|
(a), (b) and (c) The information set forth in the Offer
to Purchase under “Introduction,” Section 9 (“Information Concerning the Offeror Group”) and in Schedule I to the Offer to Purchase is incorporated herein by reference.
|
ITEM 4.
|
TERMS OF THE TRANSACTION.
|
(a) The information set forth in the following sections of the Offer to
Purchase is incorporated herein by reference:
“Summary Term Sheet;”
2