SCHEDULE TO
GigCapital, Inc., a Delaware corporation (the Company or GigCapital or we, us or our) hereby
amends and supplements the Tender Offer Statement on Schedule TO (as amended and supplemented, the Schedule TO) originally filed by us with the Securities and Exchange Commission (the SEC) on October 8, 2019, as amended
and supplemented by Amendment No. 1 and Amendment No. 2 to Schedule TO as filed with the SEC on October 17, 2019, Amendment No. 3 as filed with the SEC on October 18, 2019, Amendment No. 4 as filed with the SEC on
October 28, 2019 and Amendment No. 5 as filed with the SEC on November 8, 2019. The Schedule TO relates to the Companys offer to purchase for cash up to 14,873,256 of its rights, each to
receive one-tenth of one share of the Companys Common Stock (the Rights), at a price of $0.99 per Right, net to the seller in cash, less any applicable withholding taxes and without
interest for an aggregate purchase price of up to $14,724,523.44. The Companys offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 8, 2019 (the Offer to Purchase)
and in the related Letter of Transmittal (the Letter of Transmittal), which, as amended or supplemented from time to time, constitute the offer (Offer). This Tender Offer Statement on Schedule TO is intended to satisfy the
reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended.
This Amendment
No. 6, as it amends and supplements the Schedule TO, is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the Exchange
Act). Only those items reported in this Amendment No. 6 are amended or supplemented. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase and the Letter of Transmittal remains
unchanged.
This Amendment No. 6 should be read in conjunction with the Schedule TO, the Offer to Purchase and the Letter of Transmittal, as the same
may be further amended or supplemented hereafter and filed with the SEC.
Capitalized terms used and not defined herein have the meanings assigned to such
terms in the Offer to Purchase.
Items 11 Additional Items.
On November 8, 2019, the Company filed its Definitive Proxy Statement (the Definitive Proxy Statement) pursuant to Section 14(a) of the
Exchange Act. As Amendment No. 1 to the Preliminary Proxy Statement as filed September 24, 2019 was previously included as Annex A to the Offer to Purchase, which was previously supplemented by Amendment No. 2 to the Preliminary Proxy
Statement as filed on October 17, 2019 and Amendment No. 3 to the Preliminary Proxy Statement as filed on October 28, 2019, and so as to further update and supplement the Offer to Purchase with the Definitive Proxy Statement which is
hereby incorporated by reference, the information under the caption Additional Information is hereby amended to include a reference to the aforementioned Definitive Proxy Statement.
Item 12. Exhibits.
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Exhibit
Number
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Description
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(a)(1)(A)*
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Offer to Purchase dated October 8, 2019.
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(a)(1)(B)*
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Letter of Transmittal to Tender Rights.
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(a)(1)(C)*
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)(D)*
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Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
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(a)(1)I*
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Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
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(a)(5)(i)*
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Press Release dated October 8, 2019.
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(a)(5)(ii)*
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Summary Advertisement, dated October 8, 2019.
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(a)(5)(iii)*
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Investor Presentation, dated October 2019. (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K as filed with the SEC on October 18,
2019.)
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(a)(5)(iv)*
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Press Release dated November 7, 2019.
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(d)(1)
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Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K as filed with the SEC on December 12,
2017).
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(d)(2)
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Stock Purchase Agreement, dated as of February 22, 2019 (Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K as filed with the SEC on February 26,
2019).
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(d)(3)
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Amendment No. 1 to Stock Purchase Agreement, dated as of September 24, 2019. (Incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K as filed with the
SEC on September 24, 2019).
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(d)(4)
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Warrant Agreement between Continental Stock Transfer & Trust Company and the Company (Incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K as filed
with the SEC on December 12, 2017).
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(d)(5)
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Right Agreement between Continental Stock Transfer & Trust Company and the Company (Incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K as filed with
the SEC on December 12, 2017).
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(d)(6)
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Insider Letter Agreement among the Company and the Founders (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed with the SEC on December 12,
2017).
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(d)(7)
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Insider Letter Agreement among the Company and its executive officers, directors and director nominees (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K as
filed with the SEC on December 12, 2017).
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