|
|
|
Immediately following closing of the Merger, the Shares will no longer meet the requirements for continued
listing on NASDAQ because the only stockholder will be BBX Intermediate. NASDAQ requires, among other things, that any listed shares of common stock have at least 300 total stockholders. Immediately following the consummation of the Merger, we
intend to cause Black Box to delist the Shares from NASDAQ and deregister the Shares under the Securities Exchange Act of 1934, as amended.
|
|
|
|
We advise you to obtain a recent quotation for Shares in deciding whether to tender your Shares pursuant to the
Offer. See Section 6 Price Range of Shares; Dividends of this Offer to Purchase.
|
2.
Extension of Expiration Date
. In connection with the increase in the Offer Price, the Expiration Time of the Offer is extended until midnight (i.e., one minute after 11:59 p.m.), New York City time, on January 4,
2019, unless the Offer is further extended. (The Offer had previously been scheduled to expire at midnight (i.e., one minute after 11:59 p.m.), New York City time, on December 19, 2018.) Accordingly, the Offer to Purchase is amended by amending
each reference to the Expiration Time to be midnight (i.e., one minute after 11:59 p.m.), New York City time, on January 4, 2019 unless the Offer is further extended, including each such reference in the Offer to Purchase on its cover page, in
the section entitled Summary Term Sheet (including in the subsection entitled, Principal Terms), in the section entitled Introduction, in the section entitled The Tender Offer, in the section entitled,
Purpose of the Offer and Plans for Black Box; Merger Agreement and Other Agreements (including in the subsection entitled, The Merger Agreement), and in each other reference to the Expiration Date in the Offer to Purchase or
Letter of Transmittal. Specifically, the date December 19, 2018 is amended and replaced by January 4, 2019 in each place it appears.
3.
Merger Agreement Amendment
. The Offer to Purchase is amended and supplemented by adding the following
paragraphs after the last paragraph under the section entitled Purpose of the Offer and Plans for Black Box; Merger Agreement and Other Agreements:
Amendment to Merger Agreement
. On December 20, 2018, the Company and the Parent Entities entered into the Merger
Agreement Amendment. Pursuant to the Merger Agreement Amendment, the Offer Price was increased from $1.08 per Share to $1.10 per Share, net to the holder thereof, in cash, without interest thereon, in accordance with the terms and conditions of the
Offer (as so amended). The above summary of certain provisions of the Merger Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement Amendment, which is incorporated
herein by reference and a copy of which is filed as Exhibit (d)(6) to the Schedule TO.
4.
Background to
the Offer
. The Offer to Purchase is amended and supplemented by adding the following paragraphs after the last paragraph under the subsection, Background of the Offer
:
On December 19, 2018, as of midnight (i.e., one minute after 11:59 p.m.), New York City time, 7,137,166 Shares (excluding 515,140
shares tendered by guaranteed delivery) had been validly tendered and not withdrawn pursuant to the Offer, representing approximately 46.84% of the outstanding Shares.
During the night of December 19, 2018, and continuing into the morning of December 20, 2018, management of AGC Networks,
representatives of Alston & Bird, management of the Company and representatives of Jones Day discussed and negotiated the Merger Agreement Amendment, pursuant to which the Offer Price would be increased from $1.08 per share to $1.10 per
share.
On the morning of December 20, 2018, the Black Box Board held a special telephonic meeting and approved the Merger Agreement
Amendment.
Following the approval by the Black Box Board, the Company and the Parent Entities executed the Merger Agreement Amendment on
December 20, 2018 and issued a press release announcing the execution of the Merger Agreement Amendment.
Prior to the opening of
markets in the United States on December 20, 2018, the Company and AGC Networks issued a joint press release announcing the signing of the Merger Agreement Amendment, the increase to the Offer Price and the extension of the Expiration Time. A
copy of the joint press release is filed as Exhibit (a)(5)(C) to the Schedule TO.
5.
Amendment to Equity
Commitment Letter
.
a. The Offer to Purchase is amended and supplemented by amending and restating the first
paragraph of the subsection entitled, Equity Financing as follows:
Equity Financing
. Parent has received
an Equity Commitment Letter (the
Equity Commitment Letter
), pursuant to which Essar Telecom Limited, a Mauritius entity (the
Investor
), committed to purchase, or cause the purchase of, the equity of Parent for a
cash purchase price equal to not less than $30,804,774 (the
Minimum Amount
) but not greater than $35,804,777 (the
Maximum Amount
and such commitment, as determined pursuant to the terms of the Equity Commitment
Letter, the
Equity Commitment
), in cash for the purpose of funding (x) a portion of the aggregate Offer Price and Merger Consideration, as well as fees and expenses, (y) cash to the balance sheet of Black Box, and (z) otherwise to
fund the Financing Transactions. We refer to the financing contemplated by the Equity Commitment Letter as the
Equity Financing
, and together with the Debt Financing, the
Financing
. The funding of the Equity
Financing is subject to (i) the satisfaction, or waiver by BBX Intermediate of the Minimum Condition and of all of the Offer Conditions as of the Expiration Time (see Section 11 Purpose of the Offer and Plans for Black Box; Merger
Agreement and Other Agreements The Merger Agreement), and (ii) confirmation from the Debt Commitment Parties that the Debt Financing will be funded substantially concurrently with the Closing.
b. The Offer to Purchase is amended by amending the reference to $35.5 million in the section entitled
Summary Term Sheet (in the subsection entitled, Principal Terms) to be $35.8 million.
The full text
of the joint press release issued by Black Box and AGC Networks announcing the extension of the Offer is attached as Exhibit (a)(5)(C) to this Schedule TO and is incorporated by reference herein.
3