This Amendment No. 1 (this “
Amendment
”) amends and supplements the
Solicitation/Recommendation Statement on Schedule
14D-9
(as amended or supplemented from time to time, the “
Schedule
14D-9
”) filed by Black Box
Corporation, a Delaware corporation (the “
Company
”), with the Securities and Exchange Commission on November 21, 2018, relating to the offer by Host Merger Sub Inc. (a Delaware corporation and a wholly owned subsidiary of BBX
Inc., a Delaware corporation and a wholly owned subsidiary of BBX Main Inc., a Delaware corporation and a wholly owned subsidiary of AGC Networks Pte. Ltd., a company organized under the laws of Singapore) to purchase any and all of the outstanding
shares of the Company’s common stock, par value $0.001 per share, at a purchase price of $1.08 per share, net to the holder thereof, in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated November 21, 2018 (incorporated by reference in the
Schedule 14D-9
as Exhibit (a)(1)(A)), as amended or supplemented from time to time, and in the related Letter of Transmittal
(incorporated by reference in the Schedule
14D-9
as Exhibit (a)(1)(B)), as amended or supplemented from time to time.
Except to the extent amended and supplemented by this Amendment, the information in the Schedule
14D-9
remains
unchanged. Capitalized terms used, but not otherwise defined, in this Amendment have the meanings ascribed to them in the Schedule
14D-9.
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Item 5.
|
Person/Assets, Retained, Employed, Compensated or Used.
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The paragraphs under “Item 5. Person/Assets, Retained, Employed, Compensated or Used.” on page 64 of the Schedule
14D-9
are hereby amended and restated in their entirety as follows:
“The Company selected
Raymond James to act as its financial adviser based on Raymond James’ qualifications, expertise, reputation and knowledge of the business and affairs of the Company and the industry in which the Company operates. Pursuant to an engagement
letter with Raymond James, Raymond James provided the Company with financial advisory services in connection with the proposed transactions. Under the terms of such engagement letter, Raymond James will receive a fee of $2,400,000 in connection with
the Contemplated Transactions, of which (i) $2,000,000 is contingent upon (and will only become due and payable upon) the consummation of the Offer and the Merger and (ii) $400,000 was paid by the Company in connection with the delivery of the
fairness opinion of Raymond James. In the event the Offer or the Merger is not consummated and the Company receives a
“break-up”,
“termination” or similar fee, the Company will pay Raymond
James 35% of such amount. In addition, in the previous two years, Raymond James received $2,555,487 in connection with other advisory services provided to the Company, including in relation to the June 2018 amendment to the Credit Agreement and the
August 2018 sale of the Federal Business. The Company has also agreed to reimburse Raymond James for its reasonable expenses incurred in performing its services, and to indemnify Raymond James and its affiliates, their respective members, directors,
officers, partners, agents and employees and any person controlling Raymond James or any of its affiliates against certain liabilities, including liabilities under the federal securities laws, and expenses related to or arising out of Raymond
James’ engagement.
The Company has engaged MacKenzie Partners, Inc. (“
MacKenzie Partners
”) to provide advisory,
consulting and solicitation services in connection with the Offer. The Company has agreed to pay customary compensation for such services. In addition, the Company has arranged to reimburse MacKenzie Partners for its reasonable
out-of-pocket
expenses and to indemnify it against certain liabilities relating to its engagement by the Company.
Except as set forth above in this Item 5, neither the Company nor any person acting on its behalf has or currently intends to employ, retain
or compensate any person to make solicitations or recommendations to the stockholders of the Company on its behalf with respect to the Offer.”
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