UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
Carbonite, Inc.
(Name of Subject Company)
Copper Holdings, Inc.
(Offeror)
j2 Global, Inc.
(Parent of Offeror)
(Names of Filing Persons)
Common Stock, $0.01 par value per share (and the associated preferred share purchase rights)
(Title of Class of Securities)
141337105
(CUSIP Number of Class of Securities)
R. Scott Turicchi
President and Chief Financial Officer
j2 Global, Inc.
6922 Hollywood Blvd., 5th Floor
Los Angeles, California 90028
(323) 860-9200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
Patrick S. Brown
Eric M. Krautheimer
Sullivan & Cromwell LLP
1888 Century Park East, Suite 2100
Los Angeles, CA 90067
(310) 712-6600
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
| $414,392,220 | $48,152.38 | |
| * | Estimated for purposes of calculating the filing fee only. The transaction value was calculated by multiplying (a) $15.00, the tender offer price, by (b)(i) 26,967,767 shares of common stock of Carbonite issued and outstanding as of October 31, 2014 as set forth in Carbonite’s Quarterly Report on Form 10-Q (the “10-Q”) filed with the Securities and Exchange Commission (the “SEC”) on November 6, 2014 plus (ii) 3,198,301 shares of common stock of Carbonite subject to issuance pursuant to options to purchase shares of Carbonite common stock as of September 30, 2014 based on a review of the 10-Q less (iii) 2,539,920 shares beneficially owned, as of the date of this document, by the Offeror and its subsidiaries. |
| ** | The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, by multiplying the transaction valuation by .0001162. |
| x | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: $48,152.38 | Filing Party: j2 Global, Inc. | |
| Form or Registration No.: Schedule TO | Date Filed: December 24, 2014 |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| x | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the SEC on December 24, 2014, which relates to the offer by Copper Holdings, Inc. (the “Purchaser”), a Delaware corporation and a wholly owned subsidiary of j2 Global, Inc. (“j2”), a Delaware corporation, to purchase all outstanding shares of common stock, par value $0.01 per share, and the associated preferred share purchase rights (collectively, the “Shares”), of Carbonite, Inc., a Delaware corporation (“Carbonite”), at $15.00 per Share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Amended and Restated Offer to Purchase, dated January 27, 2015, and as may be amended and supplemented from time to time (the “Offer to Purchase”), and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”).
As permitted by General Instruction G to Schedule TO, this Schedule TO is also an amendment to the statement on Schedule 13D filed on November 5, 2012 by j2, as previously amended.
All information contained in the Offer to Purchase and the Letter of Transmittal, including all schedules thereto, is hereby expressly incorporated herein by reference in response to all items in the Schedule TO, and as more precisely set forth below.
Items 1 through 9; Item 11.
Items 1-9 and 11 of the Schedule TO are hereby amended and supplemented as follows:
The Offer was previously scheduled to expire at 5:00 p.m., New York City time, on February 26, 2015. The Expiration Date of the Offer is extended to 5:00 p.m., New York City time, on March 30, 2015. The Depositary has advised us that, as of 5:00 p.m., New York City time, on February 26, 2015, approximately 5,602,174 Shares had been validly tendered pursuant to the Offer and not validly withdrawn. The press release announcing the extension of the Offer is attached hereto as Exhibit (a)(5)(C) and is incorporated herein by reference.
All references regarding the scheduled expiration of the Offer being “5:00 p.m., New York City time, on February 26, 2015” set forth in the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, the Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees and the Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees are hereby amended and replaced with “5:00 p.m., New York City time, on March 30, 2015.”
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:
(a)(5)(C) Press Release issued by j2 on February 27, 2015.
2
SIGNATURE
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.
Dated: February 27, 2015
| j2 GLOBAL, INC. | ||
| By: | /s/ R. SCOTT TURICCHI | |
| Name: | R. Scott Turicchi | |
| Title: | President and Chief Financial Officer | |
| COPPER HOLDINGS, INC. | ||
| By: | /s/ R. SCOTT TURICCHI | |
| Name: | R. Scott Turicchi | |
| Title: | Chief Financial Officer and Treasurer | |
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EXHIBIT INDEX
Index No.
| (a)(1)(A) | Offer to Purchase, dated December 24, 2014.* | |
| (a)(1)(B) | Form of Letter of Transmittal.* | |
| (a)(1)(C) | Form of Notice of Guaranteed Delivery.* | |
| (a)(1)(D) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(E) | Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(F) | Form of Summary Advertisement, dated December 24, 2014.* | |
| (a)(1)(G) | Amended and Restated Offer to Purchase, dated January 27, 2015.* | |
| (a)(1)(H) | Form of Letter of Transmittal.* | |
| (a)(1)(I) | Form of Notice of Guaranteed Delivery.* | |
| (a)(I)(J) | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(K) | Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(5)(A) | Press Release issued by j2 on December 24, 2014.* | |
| (a)(5)(B) | Press Release issued by j2 on January 27, 2015.* | |
| (a)(5)(C) | Press Release issued by j2 on February 27, 2015. | |
| (b) | Not applicable. | |
| (d) | Not applicable. | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
| * | Previously filed. |
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Exhibit (a)(5)(C)
FOR IMMEDIATE RELEASE
j2 GLOBAL EXTENDS TENDER OFFER FOR CARBONITE
LOS ANGELES, February 27, 2015 —j2 Global, Inc. (NASDAQGS: JCOM) announced today that its tender offer for all outstanding shares of Carbonite, Inc. (NASDAQ: CARB) common stock was set to expire at 5:00 p.m., New York City time on February 26, 2015 and that, at that time, a total of 5,602,174 shares were validly tendered and not withdrawn.
j2 desires to purchase all tendered shares provided that the Carbonite Board of Directors approves of that purchase for purposes of Section 203 of the Delaware General Corporation Law and causes the recently adopted preferred share rights agreement to not be applicable to such purchase, and subject to the satisfaction or waiver of the other conditions of the offer.
In addition, j2 has been in discussions with Carbonite over the terms of a proposed confidentiality agreement to permit j2 to participate in Carbonite’s previously announced potential sale process. Accordingly, j2 is extending its tender offer to 5:00 p.m. New York City time on March 30, 2015 (unless further extended) in order to complete such negotiations and/or in hopes of allowing the Carbonite Board of Directors sufficient time to take the actions necessary to allow j2 to complete the acquisition of all tendered shares.
Additional Information
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication is for informational purposes only. The tender offer is not be made to, nor will tenders be accepted from, or on behalf of, holders of shares in any state in which the making of the tender offer or the acceptance thereof would not comply with the laws of that state. The tender offer is being made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, a related letter of transmittal and other offer materials) filed by j2 with the U.S. Securities and Exchange Commission (“SEC”) on December 24, 2014, as amended from time to time. INVESTORS AND SECURITY HOLDERS OF CARBONITE ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. Investors and security holders can obtain free copies of these documents and other documents filed with the SEC by j2 Global through the web site maintained by the SEC at http://www.sec.gov. The Offer to Purchase, Letter of Transmittal and other offering documents may also be obtained for free by contacting the Information Agent for the tender offer, D.F. King & Co., Inc. at 212-269-5550 or toll-free at 800-884-4969.
About j2 Global
j2 Global, Inc. and its affiliates provide Internet services through their two divisions: Business Cloud Services and Digital Media. The Business Cloud Services Division offers Internet fax, virtual phone, hosted email, email marketing, online backup, unified communications and CRM solutions. It markets its services principally under the brand names eFax®, eVoice®, FuseMail®, Campaigner®, KeepItSafe® and Onebox® and operates a messaging network spanning 50 countries on six continents. The Digital Media Division consists of Ziff Davis, LLC, which offers technology, gaming and lifestyle content through its digital properties, which include PCMag.com, IGN.com, AskMen.com, Toolbox.com and others. Ziff Davis also operates NetShelter Powered by BuyerBase, an advanced digital ad targeting platform, and Ziff Davis B2B, a leading provider of research to enterprise buyers and leads to IT vendors. As of December 31, 2014, j2 had achieved 19 consecutive fiscal years of revenue growth.
Contact:
j2 Global, Inc.
Laura Hinson
800-577-1790
press@j2.com