SC 14D9/A

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. 2

AUTOWEB, INC.

(Name of Subject Company)

AUTOWEB, INC.

(Name of Persons Filing Statement)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

05335B100

(CUSIP Number of Class of Securities)

Glenn E. Fuller

Executive Vice President, Chief Legal Officer and Secretary

AutoWeb, Inc.

400 North Ashley Drive, Suite 300

Tampa, Florida 33602

(949) 225-4500

(Name, address, and telephone numbers of person authorized to receive notices and communications

on behalf of the persons filing statement)

Copies to

Matthew B. Dubeck

Stewart L. McDowell

Gibson, Dunn & Crutcher LLP

333 S. Grand Ave

Los Angeles, California 90071

(213) 229-7000

 ☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 2 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 3, 2022 (together with the exhibits thereto and as amended or supplemented from time to time, the “Schedule 14D-9”) by AutoWeb, Inc., a Delaware corporation (the “Company”). The Schedule 14D-9 relates to the cash tender offer (the “Offer”) by Unity AC 1, LLC, a Delaware limited liability company (“Parent”) and Unity AC 2, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Purchaser”) to purchase all of the outstanding shares of the Company’s common stock (the “Shares”) at an offer price per Share of $0.39, net to the holder of such Share, in cash, without interest and subject to any applicable withholding taxes. The terms of the Offer are disclosed in the Tender Offer Statement on Schedule TO filed by Parent and Purchaser with the SEC on August 3, 2022, and is made upon the terms and subject to the conditions set forth in the Offer to Purchase dated August 3, 2022 and in the related Letter of Transmittal, which were filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively. The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of July 24, 2022 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser and the Company. The Merger Agreement provides, among other things, that following the consummation of the Offer and subject to the satisfaction or waiver of the applicable conditions set forth in the Merger Agreement, and in accordance with the General Corporation Law of the State of Delaware, as amended, Purchaser will merge with and into the Company (the “Merger”).

Capitalized terms used, but not otherwise defined, in this Amendment shall have the meanings ascribed to them in the Schedule 14D-9. The information in the Schedule 14D-9 is incorporated into this Amendment by reference to all applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein.

Item 8.   Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following section after the last paragraph:

“Expiration of Offering Period

The Offer expired at the Expiration Time. Computershare Trust Company, N.A. has advised Purchaser that, as of the Expiration Time, 9,397,038 Shares were validly tendered and not validly withdrawn pursuant to the Offer, which represents approximately 66.9% of all Shares outstanding as of the Expiration Time. Accordingly, the Minimum Condition has been satisfied and all other conditions to the Offer were satisfied or waived. All Shares that were validly tendered and not validly withdrawn pursuant to the Offer have been accepted for payment by Purchaser.

Following Purchaser’s acceptance for payment of the Shares tendered pursuant to the Offer, on August 31, 2022, Purchaser completed the Merger in accordance with Section 251(h) of the DGCL without a vote of the Company’s stockholders, with the Company continuing as the Surviving Corporation and a wholly-owned subsidiary of Parent. At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than (i) Shares held by the Company or any wholly-owned subsidiary of the Company, Parent, Purchaser or any other wholly-owned subsidiary of Parent, in each case, as of immediately prior to the commencement of the Offer and (ii) Shares held by a stockholder who (A) has demanded appraisal for such shares in accordance with Section 262 of the DGCL, (B) has properly complied with Section 262 of the DGCL, and (C) has not effectively withdrawn or lost its rights to appraisal), will, without any further action on the part of the holder of such Share, be converted into the right to receive a price per Share equal to the Offer Price, without interest and subject to any required withholding of taxes, payable to the holder thereof upon surrender of the certificate formerly representing, or transfer of Direct Registration Book-Entry Share or book-entry transfer of, such Share.

On August 31, 2022, Parent issued a press release announcing the expiration and results of the Offer and completion of the Merger. The full text of the press release is attached as Exhibit (a)(5)(D) hereto and is incorporated herein by reference.

As a result of the consummation of the Merger, the Shares will be delisted and will cease to trade on The Nasdaq Capital Market. Parent and the Company intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and the suspension of all of the Company’s reporting obligations under the Exchange Act as promptly as practicable.”

Item 9.   Exhibits.

Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:

Exhibit No.	Description
(a)(5)(D)	Press Release issued by Parent on August 31, 2022 announcing the expiration and results of the Offer and completion of the Merger.

SIGNATURES

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.

	AUTOWEB, INC.
Date: August 31, 2022	By:	/s/ Glenn E. Fuller
		Name:    Glenn E. Fuller
		Title:      Executive Vice President, Chief                 Legal Officer and Secretary

EX-99.A5D

One Planet Group Acquires AutoWeb Inc.

Walnut Creek, Calif., (August 31, 2022) – One Planet Group LLC (“One Planet Group”) today announced that it has successfully completed its acquisition of AutoWeb, Inc. (Nasdaq: AUTO), an automotive matchmaking platform connecting in-market car shoppers to their preferred vehicle transactions. AutoWeb will continue independent operations as a privately held company, with Payam Zamani taking over as President and CEO. Zamani was a co-founder of the original AutoWeb.com, which made a stock market debut in 1999.

"I am so excited to welcome AutoWeb into the One Planet Group family," states Payam Zamani, Founder and CEO of One Planet Group. "AutoWeb has an incredible legacy in the automotive space, and I believe that its brand, assets, and expertise offer a foundation that will allow us to build it back into a business that will lead the next evolution of the industry."

AutoWeb provides high-quality consumer leads, clicks, and associated marketing services to automotive dealers and manufacturers throughout the United States. The company also provides consumers with robust and original online automotive content to help them make informed car-buying decisions. Since 1995, the company has helped tens of millions of automotive consumers research vehicles; connected thousands of nationwide dealers with motivated car buyers; and has helped most major automakers market their brands online. AutoWeb will be operated as a standalone privately-held business, and will not be merged with any other One Planet Group entities.

The deal was structured as an all-cash tender offer followed by a back-end merger, and the tender offer expired as scheduled at one minute after 11:59 P.M., New York City time, on Tuesday, August 30, 2022 (midnight). As of that time, a total of 9,397,038 shares were validly tendered and not withdrawn from the tender offer, representing approximately 66.9% of the number of shares that were issued and outstanding as of midnight on Tuesday, August 30, 2022. The minimum tender condition and all other conditions for the tender offer were satisfied and, early in the morning on Wednesday, August 31, 2022, One Planet Group accepted for payment all shares validly tendered and not properly withdrawn. Following its acceptance of the tendered shares, One Planet Group caused a wholly-owned subsidiary to merge with AutoWeb and, as a result, all AutoWeb shares not purchased in the tender offer (other than shares owned by One Planet Group, AutoWeb and their respective wholly owned subsidiaries and shares as to which the holder thereof has properly exercised appraisal rights under Delaware law) were converted into the right to receive the same amount in cash (without interest and subject to applicable withholding taxes) that would have been paid had such shares been purchased in the tender offer.

AutoWeb will join One Planet Group’s robust portfolio of wholly-owned companies which include Buyerlink, a leading online marketplace for performance-based marketing; California.com, a curated guide to traveling and living in California; Contractors.com, a site connecting homeowners and service providers; and Quite Remarkable, a boutique creative agency. One Planet Group also holds an investment portfolio with over 40 startups and operates BahaiTeachings.com, a non-profit platform that shares personal perspectives to promote the oneness of humanity.

About One Planet Group LLC

One Planet Group is a closely held private equity firm that owns a suite of online technology and media businesses while also investing in early-stage companies. Owned and operated businesses span a variety of industries including ad tech, publishing, and media. One Planet Group’s mission is to support strong business ideas while building an ethos that helps improve society and give back to communities.

Infused with foundational values which promote diversity and inclusion, unity, service to humanity, and excellence in all things, One Planet Group strives to foster an environment that promotes equality, love, and empowerment.

The company’s investment portfolio includes over 40 startups representing a diverse group of innovative tech-enabled products and solutions. Investing primarily in high-growth early-stage entities, the focus is on companies that aspire to the concept of ‘Innovation + Intention.’ Specific areas of focus include the future of mobility, education technology, health technology, and environmental solutions.

One Planet Group’s core operating businesses include Buyerlink, a leading online marketplace for performance-based marketing; California.com, a curated guide to traveling and living in California; Contractors.com, a site connecting homeowners and service providers; and Quite Remarkable, a boutique creative agency. One Planet Group also operates BahaiTeachings.com, a non-profit platform that shares personal perspectives to promote the oneness of humanity.

One Planet Group was founded by tech entrepreneur Payam Zamani in 2015. With offices and employees in over ten countries, their global headquarters is located in Walnut Creek, California.

About AutoWeb, Inc.

AutoWeb, Inc. provides high-quality consumer leads, clicks, and associated marketing services to automotive dealers and manufacturers throughout the United States. The company also provides consumers with robust and original online automotive content to help them make informed car-buying decisions. The company pioneered the automotive Internet in 1995 and has since helped tens of millions of automotive consumers research vehicles; connected thousands of dealers nationwide with motivated car buyers; and has helped every major automaker market its brand online.

Media Contact

Miriam Cohen, Director of PR & Communications

miriam@oneplanetgroup.com | 310.592.5238