SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9
(Amendment
No. 4)
Solicitation/Recommendation
Statement under Section 14(d)(4) of the
Securities
Exchange Act of 1934
Omniture, Inc.
(Name of Subject Company)
Omniture, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001
per share
(Title of Class of Securities)
68212S109
(CUSIP Number of Class of Securities)
Shawn J. Lindquist
Chief Legal Officer
Omniture, Inc.
550 East Timpanogos Circle
Orem, Utah 84097
(801) 722-7000
(Name, address and
telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)
With copies to:
Patrick
J. Schultheis, Esq.
Wilson
Sonsini Goodrich & Rosati
Professional
Corporation
701
Fifth Avenue, Suite 5100
Seattle,
WA 98104
(206)
883-2500
|
|
Martin
W. Korman, Esq.
Bradley
L. Finkelstein, Esq.
Wilson
Sonsini Goodrich & Rosati
Professional
Corporation
650 Page Mill
Road
Palo
Alto, CA 94304
(650) 493-9300
|
o
Check
the box if the filing relates solely to preliminary communications made before
the commencement of a tender offer.
This Amendment No. 4
amends and supplements the Solicitation/Recommendation Statement on Schedule
14D-9 initially filed with the Securities and Exchange Commission (the
SEC
) on September 24, 2009, as
amended by Amendment No. 1 filed on September 30, 2009, Amendment No. 2
filed on October 6, 2009, and Amendment No. 3 filed on October 19,
2009 (as previously filed with the SEC and as the same may further be amended
or supplemented from time to time, the
Schedule
14D-9
) by Omniture, Inc., a Delaware corporation (
Omniture
), relating to the offer (the
Offer
) by Snowbird Acquisition
Corporation, a Delaware corporation (
Purchaser
),
a wholly owned subsidiary of Adobe Systems Incorporated, a Delaware corporation
(
Parent
), as set forth in a
Tender Offer Statement filed by Parent and Purchaser on Schedule TO, dated September 24,
2009, as amended by Amendment No. 1 filed on September 30, 2009,
Amendment No. 2 filed on October 6, 2009, and Amendment No. 3
filed on October 19, 2009 (as previously filed with the SEC, and as the
same may further be amended or supplemented from time to time, the
Schedule TO
), to purchase all outstanding
shares of common stock, par value $0.001 per share (the
Shares
) of Omniture, at a purchase price
of $21.50 per Share, net to the holder thereof in cash, without interest, but
subject to any applicable tax withholding, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated September 24, 2009
and in the related Letter of Transmittal, copies of which are filed with the
Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B). Any capitalized terms
used and not otherwise defined herein shall have the meaning ascribed to such
term in the Schedule 14D-9.
All information in the
Schedule 14D-9 is incorporated into this Amendment No. 4 by reference,
except that such information is hereby amended to the extent specifically
provided herein.
This Amendment No. 4
is being filed to reflect certain updates as reflected below.
Item 8.
Additional Information.
Item 8 is hereby amended
and supplemented by including the following at the end thereof:
The
Offer
. The Offer expired at 12:00 midnight, New York
City, New York time, on October 22, 2009.
Adobe announced that 68,125,532 Shares were validly tendered and not
withdrawn prior to the expiration of the Offer, representing approximately
86.68% of the Shares outstanding as of October 22, 2009. Adobe also announced that it received
commitments to tender approximately 3,031,464 additional shares under the
guaranteed delivery procedures in the Offer.
Following the expiration of the Offer, the Purchaser accepted for payment
all Shares that were validly tendered and not withdrawn prior to the expiration
of the Offer (including certain Shares tendered to the depositary pursuant to
the Offers guaranteed delivery procedure) according to the terms and
conditions of the Offer.
Adobe also announced that
it expects to complete the acquisition of Omniture on October 23, 2009
through the merger of the Purchaser with and into Omniture in accordance with
applicable provisions of Delaware law that authorize the completion of the
merger without a vote or meeting of stockholders of Omniture. Pursuant to the terms of the Merger
Agreement, all remaining publicly held Shares (other than Shares held by
holders who properly exercise their appraisal rights under applicable Delaware
law) will be acquired for $21.50 per share, net to the holder in cash, without
interest but subject to any applicable tax withholding, in the merger.
In order to accomplish
the merger in the manner described above, on October 23, 2009, the
Purchaser will exercise its top-up option pursuant to the Merger Agreement,
which permits the Purchaser to purchase additional shares of Omniture Common
Stock directly from Omniture for $21.50 per share, the same dollar amount per
share paid in the Offer.