This Amendment No. 3 (
Amendment No.
3
) amends and supplements the
Tender Offer Statement on Schedule TO (together with any subsequent amendments and supplements thereto, the
Schedule TO
) filed with the Securities and Exchange Commission on November 21, 2018, relating to the offer by Host
Merger Sub Inc., a Delaware corporation (
Purchaser
) and a wholly owned subsidiary of BBX Inc., a Delaware corporation (
BBX Intermediate
) and a wholly owned subsidiary of BBX Main Inc., a Delaware corporation
(
Parent
) and a wholly owned subsidiary of AGC Networks Pte Ltd., a private limited liability company organized and existing under the laws of Singapore (
AGC Networks
, and collectively with Purchaser, BBX
Intermediate and Parent, the
Parent Entities
), to purchase any and all issued and outstanding shares of common stock, $0.001 par value per share (the
Shares
), of Black Box Corporation, a Delaware corporation
(
Black Box
or the
Company
), at a price of $1.10 per Share, net to the seller in cash, without interest thereon and subject to any applicable withholding taxes, 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 TO as Exhibit (a)(1)(A)) (as amended or supplemented from time to time, the
Offer to Purchase
) and in the related Letter of
Transmittal (incorporated by reference in the Schedule TO as Exhibit (a)(1)(B)) (as amended or supplemented from time to time, the
Letter of Transmittal
and, together with the Offer to Purchase, the
Offer
).
All information contained in the Offer to Purchase and the accompanying Letter of Transmittal is hereby expressly incorporated herein by reference in response
to Items 1 through 9 and Item 11 as reflected below and to amend and supplement Item 12 with an additional exhibit.
Except as otherwise
indicated in this Amendment No. 3, the information set forth in the Schedule TO remains unchanged. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Items 1 through 9 and Item 11.
Additional Information.
Items 1 through 9 and Item 11 of the Schedule TO, to the extent such items incorporate by reference information in the Offer to Purchase
are hereby amended and supplemented by adding the following text thereto:
The Offer and withdrawal rights, as extended, expired at
midnight (i.e., one minute after 11:59 p.m.), New York City time, on January 4, 2019. The Offer was not further extended. Purchaser was advised by the Depositary that, as of the Expiration Time, a total of 9,126,005 Shares were validly tendered
into and not withdrawn from the Offer (not including Shares tendered pursuant to guaranteed delivery procedures that were not actually delivered prior to the Expiration Time), representing approximately 59.887% of the outstanding Shares as of the
Expiration Time. Accordingly, the number of Shares tendered into and not withdrawn from the Offer has satisfied the Minimum Condition. In addition, Notices of Guaranteed Delivery have been delivered with respect to 292,075Shares.
All conditions to the Offer having been satisfied, Purchaser irrevocably accepted for payment, and will promptly pay for, all Shares validly
tendered into and not validly withdrawn from the Offer.
On January 7, 2019, Purchaser effected the Merger, without a meeting of
stockholders of Black Box in accordance with Section 251(h) of the DGCL, with the Company continuing as the Surviving Corporation and a wholly owned subsidiary of BBX Intermediate. At the Effective Time, each Share then issued and outstanding
(other than Shares owned by BBX Intermediate, Purchaser or the Company, or by any of their direct or indirect wholly owned subsidiaries, and Shares held by stockholders of the Company who are entitled to demand and who will have properly and validly
demanded their statutory rights of appraisal in compliance in all respects with Section 262 of the DGCL) was converted into the right to receive an amount of cash equal to the Offer Price, without interest and less any applicable withholding
taxes.
The Shares no longer meet the requirements for continued listing on, and will be delisted from, NASDAQ and will be deregistered
under the Exchange Act.
On January 7, 2019, the Company and AGC Networks issued a press release announcing the expiration and
results of the Offer and the consummation of the Merger. The full text of the press release is attached as Exhibit (a)(5)(D) to this Schedule TO and is incorporated herein by reference.
Item 12 is hereby amended and supplemented to include the following:
(a)(5)(D) Joint press release issued by Black Box and AGC Networks, dated
January 7, 2019.
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