- Amended Statement of Ownership: Solicitation (SC 14D9/A)
April 26 2012 - 4:52PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Rule 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(d)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
(Name of Subject Company)
(Name of Person(s) Filing Statement)
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Common Stock, par value $0.001 per share
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(Title of Class of Securities)
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21257W 105 (Common Stock)
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(CUSIP Number of Class of Securities)
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Gene Austin
President and Chief Executive Officer
11501 Domain Drive, Suite
200
Austin, Texas 78758
(512) 652-2600
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(Name, address and telephone number of person authorized to receive
notice and communications on behalf of the person(s) filing statement).
John J. Gilluly, Esq.
DLA Piper LLP (US)
401 Congress, Suite 2500
Austin, Texas 78701
(512) 457-7000
¨
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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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Introduction
This Amendment No. 9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the
SEC
) on
January 25, 2012 (the
Schedule 14D-9
) by Convio, Inc., a Delaware corporation (the
Company
or
Convio
), and amended on January 31, 2012, February 7,
2012, February 17, 2012, March 7, 2012, March 21, 2012, April 4, 2012, April 13, 2012 and April 18, 2012 relating to the tender offer by Caribou Acquisition Corporation, a Delaware corporation
(
Purchaser
), which is a wholly-owned subsidiary of Blackbaud, Inc. (
Blackbaud
or
Parent
), to purchase all issued and outstanding shares of common stock, par value $0.001 per share of the
Company (
Common Stock
) at a purchase price of $16.00 per share, payable net to seller in cash, without interest (the
Offer Price
). The tender offer is disclosed in the Tender Offer Statement on Schedule TO
(together with any exhibits thereto, as it may be amended and/or supplemented, the
Schedule TO
), filed by Purchaser and Parent with the SEC on January 25, 2012, and is upon the terms and subject to the conditions set forth in
the Offer to Purchase dated January 25, 2012 (as it may be amended and/or supplemented, the
Offer to Purchase
), and in the related Letter of Transmittal (as it may be amended and/or supplemented, the
Letter of
Transmittal
and, together with the Offer to Purchase, the
Offer
). The Offer to Purchase and the Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively, and are incorporated
herein by reference. Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.
Except as otherwise set forth below, the information in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this Amendment No. 9. This Amendment
No. 9 is being filed to reflect certain updates as reflected below.
Item 8.
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Additional Information
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Item 8 of the Schedule 14D-9 is hereby amended and supplemented by inserting the following paragraph as the final paragraph under the
heading Antitrust:
On April 25, 2012, the Antitrust Division notified the Company that the antitrust
investigation of the proposed Merger was closed. The waiting period applicable to the purchase of the Tender Shares pursuant to the Offer is scheduled to expire at 11:59 p.m., New York City time, on April 30, 2012, unless earlier terminated by
the FTC and the Antitrust Division.
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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By:
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/s/ James R. Offerdahl
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Name:
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James R. Offerdahl
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Title:
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Chief Financial Officer
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Dated:
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April 26, 2012
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