CALCULATION OF FILING FEE
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Transaction Valuation*
$78,163,395
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Amount of Filing Fee**
$9,732
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*
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For purposes of calculating the filing fee only, this amount is based on the offer to purchase 31,265,358 ordinary shares of Cyren Ltd. at a purchase price of $2.50 cash per share.
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**
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Calculated in accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, as updated by Fee Advisory #1 for Fiscal Year 2018, by multiplying the transaction valuation by 0.0001245.
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Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $9,732.
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Filing Party: WP XII INVESTMENTS B.V.
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Form or Registration No.: Schedule TO.
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Date Filed: November 20, 2017.
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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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Check the appropriate boxes below to designate any transaction to which the statement relates:
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third-party tender offer subject to Rule
14d-1
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issuer tender offer subject to
Rule 13e-4
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going-private transaction subject to
Rule 13e-3
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amendment to Schedule 13D under
Rule 13d-2
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Check
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the following box if the filing is a final amendment reporting the results of the tender offer: ☐
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If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i)
(Cross-Border Issuer Tender Offer)
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Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer)
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This Amendment
No. 3 (this
Amendment
) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the United States Securities and Exchange Commission (the SEC) on November 20, 2017, as amended by
Amendment No. 1 filed with the SEC on November 28, 2017, as further amended by Amendment No. 2 filed with the SEC on December 6, 2017 (together with any other amendments and supplements thereto, the
Schedule TO
) 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 to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, constitute the Offer).