This Amendment No. 1 (
Amendment No.
1
) amends and supplements the
Tender Offer Statement on Schedule TO (together with any subsequent amendments and supplements thereto, the
Schedule TO
) filed with the Securities and Exchange Commission on November 21, 2018, relating to the offer by Host
Merger Sub Inc., a Delaware corporation (
Purchaser
) and a wholly owned subsidiary of BBX Inc., a Delaware corporation (
BBX Intermediate
) and a wholly owned subsidiary of BBX Main Inc., a Delaware corporation
(
Parent
) and a wholly owned subsidiary of AGC Networks Pte Ltd., a private limited liability company organized and existing under the laws of Singapore (
AGC Networks
, and collectively with Purchaser, BBX
Intermediate and Parent, the
Parent Entities
), to purchase any and all issued and outstanding shares of common stock, $0.001 par value per share, of Black Box Corporation, a Delaware corporation (
Black Box
or
the
Company
), at a price of $1.08 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 November 21, 2018 (incorporated by reference in the Schedule TO 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 TO as Exhibit
(a)(1)(B)), as amended or supplemented from time to time.
Except to the extent amended and supplemented by this Amendment No. 1, the information in
the Schedule TO remains unchanged. Capitalized terms used, but not otherwise defined, in this Amendment No. 1 have the meanings ascribed to them in the Schedule TO.
Item 11.
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Additional Information.
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Section 15Certain Legal Matters; Regulatory Approvals of the Offer to Purchase is hereby amended and supplemented by adding the
following text as new paragraphs at the end of the section under a new
sub-heading
Litigation under Section 15.
Litigation
. On November 29, 2018, a purported stockholder filed a putative class action lawsuit in the Court of Common Pleas of Washington
County, Pennsylvania, captioned
Michael Wood
v.
Black Box Corporation, et al.
, Case No. 2018-6696 (PA Washington CT. C.P.) (the
Wood
Complaint
). The
Wood
Complaint names the Company and the
Companys Board of Directors (the
Company Board
) as defendants. The
Wood
Complaint alleges that the Company Board violated fiduciary duties owed to the Companys public shareholders, by, among other things,
purportedly failing to obtain for the Companys stockholders the highest value available for the Company in the marketplace. The
Wood
Complaint seeks, among other things, to enjoin the Merger Agreement and the Offer unless or until the
Company adopts and implements a procedure or process to obtain the highest possible value in the best interests of the Company stockholders, or, alternatively, to recover damages if the Offer is consummated prior to the entry of the
courts final judgment. The Company has advised us that it believes that the action is without merit.
Also on November 29, 2018, a purported
stockholder filed a putative class action lawsuit in the United States District Court for the District of Delaware, captioned
Adam Franchi
v.
Black Box Corporation, et al.
, Case No.
1:18-cv-01890
(D. Del.) (the
Franchi
Complaint
). The
Franchi
Complaint names the Company, the Company Board, and the Parent Entities as defendants. The
Franchi
Complaint alleges that the defendants violated federal securities laws by filing, or causing the Company to file, a Schedule
14D-9
Solicitation/Recommendation Statement in connection with the Transactions
that omits purportedly material information. The
Franchi
Complaint seeks, among other things, to enjoin the closing of the Transactions or, alternatively, to recover damages if the Transactions close. The Company has advised us that it
believes, and we believe, that the action is without merit.
On November 30, 2018, a purported stockholder filed a putative class action lawsuit in
the United States District Court for the Central District of California, captioned
James Adie
v.
Black Box Corporation, et al.
, Case No.
5:18-cv-02537
(C.D
Cal.) (the
Adie
Complaint
). The
Adie
Complaint names the Company and the Company Board as defendants. The
Adie
Complaint alleges that the defendants violated federal securities laws by filing, or
causing the Company to file, a Schedule
14D-9
Solicitation/Recommendation Statement in connection with the Offer that omits purportedly material information. The
Adie
Complaint seeks, among other
things, to enjoin the closing of the Offer unless and until the requested information is disclosed or, alternatively, to recover damages. The Company has advised us that it believes that the action is without merit.
If additional similar complaints are filed, absent new or different allegations that are material, we and the Company will not necessarily announce such
additional filings.
Clause 2(e) of Section 13Conditions of the Offer of the Offer to Purchase is hereby amended and restated in
its entirety as follows: The Merger Agreement has been terminated in accordance with its terms; or.