This Amendment No. 8 (this “Amendment”) to Schedule
14D-9 amends and supplements the Schedule 14D-9 previously filed by Dunkin’ Brands Group, Inc., a Delaware corporation (the “Company”), with the U.S.
Securities and Exchange Commission (the “SEC”) on November 16, 2020 (as amended or supplemented from time to time, the “Schedule 14D-9”), with respect to the tender offer made by Vale
Merger Sub, Inc., a Delaware corporation (“Purchaser”) and a wholly-owned subsidiary of Inspire Brands, Inc., a Delaware corporation (“Parent”), to purchase all of the Company’s outstanding shares of common stock, par value
$.001 per share (the “Shares”), pursuant to the Agreement and Plan of Merger, dated as of October 30, 2020, among Parent, Purchaser, and the Company (as it may be amended from time to time, the “Merger Agreement”), at a
purchase price of $106.50 per Share, net to the holder in cash, without interest, subject to any withholding taxes required by applicable law (such consideration as it may be amended from time to time pursuant to the terms of the Merger Agreement,
the “Offer Price”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 16, 2020 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related
Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” which, together with the Offer to Purchase and other related materials, constitutes the “Offer”). The Offer is described in
a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, the “Schedule TO”) filed by Parent and Purchaser with the Securities and Exchange Commission (the “SEC”) on November 16, 2020. The Offer
to Purchase and the Letter of Transmittal have been filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively, as each may be amended or supplemented from time to time.
Capitalized terms used in this Amendment but not defined herein shall have the respective meaning given to such terms in the Schedule 14D-9. The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby amended or
supplemented to the extent specifically provided herein.
Item 2. Identity and Background of Filing Person.
Item 2 of the Schedule 14D-9, as amended, is hereby amended and supplemented by inserting the following paragraph after
the second paragraph under the subsection entitled “Tender Offer”:
“On December 7, 2020, Parent and Purchaser waived the condition
that the expiration of the Offer not occur on or prior to Friday, December 18, 2020 in accordance with the terms of the Merger Agreement. The Offer remains subject to the remaining conditions to the Offer set forth in the Merger Agreement and
the Offer to Purchase. The Offer is due to expire at one minute after 11:59 p.m. (12:00 midnight) Eastern Time, on Monday, December 14, 2020, unless extended pursuant to its terms. The full text of the press release announcing the waiver of the
condition to the Offer is attached hereto as Exhibit (a)(5)(S) and is incorporated herein by reference.”
Item 9. Exhibits.
Item 9 of the Schedule 14D-9, as amended, is hereby amended and supplemented by adding the following exhibit: