Amended Statement of Ownership: Solicitation (sc 14d9/a)
May 18 2016 - 5:18PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE
14D-9
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
Amendment No. 1
Opower, Inc.
(Name
of Subject Company)
Opower, Inc.
(Name
of Person(s) Filing Statement)
Common Stock, par value $0.000005 per share
(Title of Class of Securities)
68375Y109
(CUSIP Number
of Class of Securities)
Daniel Yates
Chief Executive Officer
Opower, Inc.
1515
North Courthouse Road, 8
th
Floor
Arlington, VA 22201
(703) 778-4544
(Name,
Address and Telephone Number of Person Authorized to Receive Notice and Communications
on Behalf of the Person(s) Filing Statement)
With copies to:
Stuart M. Cable, Esq.
Richard A. Kline, Esq.
Andrew H. Goodman, Esq.
Goodwin Procter LLP
53 State Street
Boston,
MA 02109
(617) 570-1000
¨
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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. 1 (this
Amendment
) amends and supplements Item 8 in the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the U.S. Securities and Exchange Commission (the
SEC
) on May 16, 2016 (together with the exhibits thereto and as amended or supplemented from time to time, the
Schedule 14D-9
) by Opower, Inc., a Delaware corporation (the
Company
). The Schedule
14D-9 relates to the cash tender offer by Olympus II Acquisition Corporation, a Delaware corporation
(
Purchaser
), a subsidiary of OC Acquisition LLC, a Delaware limited liability company (
Parent
), a subsidiary of Oracle Corporation, a Delaware corporation (
Oracle
), to purchase all of the
issued and outstanding shares of the Companys common stock, par value $0.000005 per share (the
Shares
) at a price per Share equal to $10.30, net to the seller in cash, without interest thereon and subject to any required tax
withholding. The tender offer is disclosed in the Tender Offer Statement on Schedule TO filed by Oracle, Parent and Purchaser with the SEC on May 16, 2016, and is made upon the terms and subject to the conditions set forth in the Offer to Purchase
dated May 16, 2016, and in the related Letter of Transmittal, which were filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively.
Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. The
information in the Schedule 14D-9 is incorporated into this Amendment by reference to all applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein.
Item 8.
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Additional Information.
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Item 8 of the Schedule 14D-9 is hereby amended and
supplemented by inserting after the last sentence of the second paragraph of the subsection entitled Regulatory Approvals. U.S. Antitrust Laws the disclosure set forth below:
On May 17, 2016, the FTC granted early termination of the HSR Act waiting period applicable to the Offer.
2
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.
Dated: May 18, 2016
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Opower, Inc.
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By:
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/s/ Thomas Kramer
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Name:
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Thomas Kramer
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Title:
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Chief Financial Officer
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3
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