This Amendment No. 3 (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.
On
November 11, 2018, the Company entered into an Agreement and Plan of Merger (the
Merger Agreement
), by and among the Company and AGC Networks Pte Ltd., a company organized under the laws of Singapore (
Top
Parent
), BBX Main Inc., a Delaware corporation and a wholly owned subsidiary of Top Parent (
Parent
), BBX Inc., a Delaware corporation and a wholly owned subsidiary of Parent (
BBX Intermediate
), Host
Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of BBX Intermediate (
Merger Sub
; together with Top Parent, Parent and BBX Intermediate, the
Parent Entities
and each, a
Parent
Entity
). Pursuant to the Merger Agreement, Host Merger Sub Inc. offered to purchase any and all of the outstanding shares of the Companys 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.
On December 20, 2018, the Company and the Parent Entities entered into Amendment No. 1 to the Agreement and Plan of Merger
(the
Merger Agreement Amendment
) (incorporated by reference in the Schedule
14D-9
as Exhibit (e)(21)). Pursuant to the Merger Agreement Amendment, Merger Sub has amended the terms of the
tender offer to increase the offer price from $1.08 per share to $1.10 per share, net to the holder thereof, in cash, without interest thereon.
In
addition, on December 20, 2018, the Parent Entities extended the expiration of the tender offer to midnight (i.e., one minute after 11:59 p.m.), New York City time, on January 4, 2019, unless otherwise extended in accordance with the terms
of the Merger Agreement.
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.
Item 2.
|
Identity and Background of Filing Persons.
|
Item 2 of the Schedule
14D-9
is hereby amended and supplemented by replacing the first paragraph under the subsection
entitled
Tender Offer.
with the following paragraph:
This
Schedule 14D-9 relates
to the tender offer being made pursuant to the Agreement and Plan of Merger, dated as of November 11, 2018 (the
Original Merger Agreement
), as amended
by Amendment No. 1 to the Agreement and Plan of Merger, dated as of December 20, 2018 (the
Merger Agreement Amendment
, and together with the Original Merger Agreement, the
Merger Agreement
), by and
among the Company, AGC Networks Pte. Ltd., a company organized under the laws of Singapore (
Top Parent
), BBX Main Inc., a Delaware corporation and a wholly owned subsidiary of Top Parent (
Parent
), BBX Inc., a
Delaware corporation and a wholly owned subsidiary of Parent (
BBX Intermediate
) and Host Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of BBX Intermediate (
Purchaser
and, together with
Top Parent, Parent and BBX Intermediate, the
Parent Entities
and each, a
Parent Entity
). Pursuant to the Merger Agreement, Purchaser is offering to purchase any and all of the outstanding shares of Company
Common Stock (
Shares
) at a purchase price of $1.10 per Share, net to the holder thereof, in cash, without interest thereon (such amount, or any higher amount per share that may be paid pursuant to the Offer, the
Offer
Price
), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 21, 2018 (as it may be amended or supplemented from time to time, the
Offer to Purchase
), and in the related
Letter of Transmittal (as it may be amended or supplemented from time to time, the
Letter of Transmittal
and, together with the Offer to Purchase, the
Offer
). A copy of the Original Merger Agreement is filed as
Exhibit (e)(1) hereto and a copy of the Merger Agreement Amendment is filed as Exhibit (e)(21) hereto, each of which is incorporated herein by reference.
2