This Schedule
14D-9
filing consists of the following communications
related to the proposed acquisition of Black Box Corporation, a Delaware corporation (the Company), by AGC Networks Pte Ltd., a company organized under the laws of Singapore (Top Parent), BBX Main Inc., a Delaware corporation
and a wholly owned subsidiary of Top Parent (Parent) and BBX Inc., a Delaware corporation and a wholly owned subsidiary of Parent (BBX Intermediate), pursuant to the terms of the Agreement and Plan of Merger dated
November 11, 2018 (the Merger Agreement), among the Company, Top Parent, Parent, BBX Intermediate and Host Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of BBX Intermediate (Merger Sub, and,
together with Top Parent, Parent and BBX Intermediate, the Parent Entities and each, a Parent Entity):
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The information set forth under Items 1.01 of the Current Report on Form
8-K
filed by the Company on November 19, 2018 (including all exhibits attached thereto) is incorporated herein by reference.
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Additional Information and Where to Find It
The tender offer described herein has not yet commenced. This document is for informational purposes only and is neither an offer to purchase
nor a solicitation of an offer to sell any common stock of the Company or any other securities. On the commencement date of the tender offer, a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and
related documents, will be filed with the United States Securities and Exchange Commission (the SEC) by the Parent Entities, and a solicitation/recommendation statement on Schedule
14D-9
will be
filed with the SEC by the Company. The offer to purchase common stock of the Company will only be made pursuant to the offer to purchase, the letter of transmittal and related documents filed as a part of the Schedule TO. THE TENDER OFFER MATERIALS
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE
14D-9
WILL CONTAIN IMPORTANT INFORMATION.
STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.
Investors and security holders may obtain a free copy of these statements (when available) and other documents filed with the SEC at the website maintained by the SEC at www.sec.gov or by directing such requests to the information agent for the
tender offer that will be named in the tender offer statement on Schedule TO.
Parent Contacts
AGC Networks Pte Ltd.
Mike Carney
Phone: (214)
258-1612
Email: Legal.us@agcnetworks.com
Company Contacts
Investor Relations:
Black Box Corporation
David J. Russo
Executive Vice President, Chief Financial Officer
and Treasurer
Phone: (724)
873-6788
Email: investors@blackbox.com
Cautionary Forward-Looking
Statements
All of the statements in this document, other than historical facts, are forward-looking statements, including, without limitation, the
statements made concerning the pending acquisition of the Company by the Parent Entities, and are based on a number of assumptions that could ultimately prove inaccurate. Forward-looking statements made herein with respect to the tender offer, the
merger and related transactions, including, for example, the timing of the completion of the merger and the potential benefits of the merger, reflect the current analysis of existing information and are subject to various risks and uncertainties. As
a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, the Companys actual results may differ materially from its expectations or projections. The following factors, among others, could
cause actual plans and results to differ