Amended Statement of Ownership: Solicitation (sc 14d9/a)
December 26 2018 - 8:47AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9/A
(RULE
14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Black Box
Corporation
(Name of Subject Company)
Black Box
Corporation
(Name of Persons Filing Statement)
Common stock, $0.001 par value per share
(Title of Class of Securities)
91826107
(CUSIP Number
of Class of Securities)
Ronald Basso
Executive Vice President, General Counsel & Secretary
1000 Park Drive
Lawrence, Pennsylvania 15055
(724)
746-5500
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Persons Filing Statement)
Copy to:
David
A. Grubman
Jones Day
500 Grant Street
Pittsburgh, Pennsylvania 15219
(412)
394-7223
☐
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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. 5 (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, relating to the offer by Host Merger Sub Inc. (a Delaware corporation and a wholly owned subsidiary of BBX
Inc., a Delaware corporation and a wholly owned subsidiary of BBX Main Inc., a Delaware corporation and a wholly owned subsidiary of AGC Networks Pte. Ltd., a company organized under the laws of Singapore) 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 $1.10 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.
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 9 of the Schedule
14D-9
is hereby amended and supplemented by adding the following exhibit:
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Exhibit No.
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Description
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(a)(5)(P)
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CEO Letter to Stockholders, dated December 24, 2018.
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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.
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BLACK BOX CORPORATION
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By:
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/s/ DAVID J. RUSSO
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Name:
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David J. Russo
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Title:
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Executive Vice President, Chief Financial Officer and Treasurer (Principal Accounting Officer)
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Date: December 26, 2018
3
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