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
INFOBLOX INC.
(Name of Subject Company)
INFOBLOX INC.
(Name of Person Filing Statement)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
45672H104
(CUSIP Number of Class of Securities)
Jesper Andersen
President and Chief Executive Officer
Infoblox Inc.
3111 Coronado Drive
Santa Clara, California 95054
(408) 986-4000
(Name, address and telephone number of person authorized to receive notices and communications
on behalf of the persons filing statement)
With copies to:
| Matthew P. Quilter, Esq. William L. Hughes, Esq. David K. Michaels, Esq. Fenwick & West LLP 801 California Street Mountain View, CA 94041 (650) 988-8500 |
Stephen Yu Executive Vice President and General Counsel Infoblox Inc. 3111 Coronado Drive Santa Clara, California 95054 (408) 986-4000 |
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
This Schedule 14D-9 filing consists of the following communications related to the proposed acquisition of Infoblox Inc. (the “Company” or “Infoblox”), by Delta Holdco, LLC, a Delaware corporation (“Parent”) and India Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to the terms of the Agreement and Plan of Merger dated September 16, 2016 (the “Merger Agreement”), among the Company, Merger Sub and Parent:
| • | The information set forth under Items 1.01, 5.03 , 8.01 and 9.01 of the Current Report on Form 8-K filed by Infoblox on September 19, 2016 (including all exhibits attached thereto) is incorporated herein by reference. |
| • | Exhibit 99.1: Jesper Andersen’s email to employees sent on September 19, 2016 |
| • | Exhibit 99.2: Jesper Andersen’s email to customers and partners sent on September 19, 2016 |
| • | Exhibit 99.3: Talking points for sales team members distributed September 19, 2016 |
Additional Information and Where to Find It
The tender offer described in this communication has not yet commenced and this communication is not a recommendation or an offer to purchase or a solicitation of an offer to sell shares of the Company. At the time the tender offer is commenced Merger Sub will file with the Securities Exchange Commission (“SEC”) a Tender Offer Statement on Schedule TO, containing an offer to purchase, form of letter of transmittal and related tender offer documents, and the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer. Merger Sub and the Company intend to mail these documents to the stockholders of the Company. These documents, as they may be amended from time to time, will contain important information about the tender offer and stockholders of the Company are urged to read them carefully when they become available. Stockholders of the Company will be able to obtain a free copy of these documents, when they become available, at the website maintained by the SEC at www.sec.gov. In addition, the Solicitation/Recommendation Statement and the other documents filed by the Company with the SEC will be made available to all stockholders of the Company free of charge at http://ir.infoblox.com
Forward Looking Statements
All statements in this communication that are not statements of historical fact are forward looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “continue”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. These statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in forward-looking statements, including, but not limited to: (i) uncertainties as to the timing of the proposed transaction; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of Infoblox’s stockholders that will support the proposed transaction and tender their shares in the offer; (iv) the possibility that competing offers or acquisition proposals for Infoblox will be made; (v) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require Infoblox to pay a termination fee or other expenses; (vii) risks regarding the failure to obtain the necessary financing to complete the proposed transaction; (viii) risks related to the debt financing arrangements entered into in connection with the proposed transaction; (ix) the effect of the announcement or pendency of the proposed transaction on Infoblox’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, resellers, channel partners, suppliers and others with whom it does business, or its operating results and business generally; (x) risks related to diverting management’s attention from Infoblox’s ongoing business operations; (xi) the risk that unexpected costs will be incurred in connection with the proposed transaction; (xii) changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters; (xiii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability and (xiv) other factors as set forth from time to time in Infoblox’s filings with the Securities and Exchange Commission, which are available on our investor relations Web site
(http://ir.infoblox.com/) and on the SEC’s Web site (www.sec.gov). All information provided in this communication is as of the date hereof, and stockholders of Infoblox are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. Infoblox does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after this communication, or to reflect the occurrence of unanticipated events, except as required by applicable law.
Exhibit 99.1
EMPLOYEE EMAIL
Subject Line: Infoblox Announces Agreement to be Acquired by Vista Equity Partners for $26.50 per Share in Cash
Message:
Dear Bloxers,
I am writing to share some important and exciting news. Today we announced we have entered into an agreement to be acquired by Vista Equity Partners, a respected private equity firm focused on software, data and technology-enabled businesses. You can find the press release regarding the news here.
Vista is purchasing Infoblox for $26.50 per share, which represents a 33% premium to Infoblox’s average closing share price over the last 60 trading days and a 73% premium to Infoblox’s unaffected closing price as of May 11, 2016 when media reports of interest in acquiring Infoblox were first published. Put another way, the contemplated transaction values Infoblox at approximately $1.6 billion. This is a testament to the tremendous value you all have helped to create, which is further reflected by the fact that our Board of Directors received and thoroughly evaluated multiple indications of interest before deciding to proceed with this transaction with Vista. Because of your hard work and dedication, Infoblox is a clear leader in DDI and DNS security with significant opportunities ahead.
Today’s news means that Infoblox will be a privately-owned company after the transaction closes. This is a pivotal moment in Infoblox’s history and I believe it will be a catalyst to generate exciting momentum as we serve new and existing customers and continue to build industry-leading automated networking, integrated security and cloud solutions.
Vista will be a great partner for us. They have a stellar track record of supporting software, data and technology companies, and they share our vision for continuing to grow our industry leadership in the network control space. They are deeply knowledgeable about our industry and their support and professional expertise will be highly valuable in accelerating our growth. Additionally, as a private company, we will enjoy added flexibility to execute on our long-term strategic roadmap.
On a personal note, through this process we have come to know the Vista team well. They share our vision and value our team and the innovative business we have built together. We’re both eager to get to work to achieve even greater success together.
I’m sure you have questions about what this means for you and Infoblox going forward. I look forward to addressing those questions in all-hands meetings today at 10:00 am PT and 6:00 pm PT. You will receive a separate invitation with further details.
Today’s announcement is only the first step in a process that will take several weeks. We expect the transaction will close in our fiscal Q2 and we will continue to update you as we move toward closing this transaction. Until then, nothing changes. We should stay 100% focused on continuing to build, market and sell great products while providing excellent customer service.
Please direct any media inquiries you may receive to Ashish Gupta and any investor inquiries to Renee Lyall in IR.
Thank you again for your continued commitment to Infoblox and its customers. I am confident that we have a bright future ahead and today’s news is an important step towards realizing our next chapter.
Jesper
Forward Looking Statements
All statements in this communication that are not statements of historical fact are forward looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “continue”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. These statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in forward-looking statements, including, but not limited to: (i) uncertainties as to the timing of the proposed transaction; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of Infoblox’s stockholders that will support the proposed transaction and tender their shares in the offer; (iv) the possibility that competing offers or acquisition proposals for Infoblox will be made; (v) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require Infoblox to pay a termination fee or other expenses; (vii) risks regarding the failure to obtain the necessary financing to complete the proposed transaction; (viii) risks related to the debt financing arrangements entered into in connection with the proposed transaction; (ix) the effect of the announcement or pendency of the proposed transaction on Infoblox’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, resellers, channel partners, suppliers and others with whom it does business, or its operating results and business generally; (x) risks related to diverting management’s attention from Infoblox’s ongoing business operations; (xi) the risk that unexpected costs will be incurred in connection with the proposed transaction; (xii) changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters; (xiii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability and (xiv) other factors as set forth from time to time in Infoblox’s filings with the Securities and Exchange Commission, which are available on our investor relations Web site (http://ir.infoblox.com/) and on the SEC’s Web site (www.sec.gov). All information provided in this communication is as of the date hereof, and stockholders of Infoblox are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. Infoblox does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after this communication, or to reflect the occurrence of unanticipated events, except as required by applicable law.
Additional Information and Where to Find It
The tender offer described in this communication has not yet commenced and this communication is not a recommendation or an offer to purchase or a solicitation of an offer to sell shares of Infoblox Inc. (the “Company”). At the time the tender offer is commenced India Merger Sub, Inc. (“Merger Sub”) will file with the SEC a Tender Offer Statement on Schedule TO, containing an offer to purchase, form of letter of transmittal and related tender offer documents, and the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer. Merger Sub and the Company intend to mail these documents to the stockholders of the Company. These documents, as they may be amended from time to time, will contain important information about the tender offer and stockholders of the Company are urged to read them carefully when they become available. Stockholders of the Company will be able to obtain a free copy of these documents, when they become available, at the website maintained by the SEC at www.sec.gov. In addition, the Solicitation/Recommendation Statement and the other documents filed by the Company with the SEC will be made available to all stockholders of the Company free of charge at http://ir.infoblox.com.
Exhibit 99.2
CUSTOMER /PARTNER EMAIL
Dear Valued [Customer/Partner],
I am writing to share some exciting news about Infoblox. Today we announced that we have entered into an agreement to be acquired by Vista Equity Partners, a leading private equity firm focused on software, data and technology-enabled businesses. A copy of the press release regarding the news can be found here.
In case you’re unfamiliar, Vista is a respected investment firm with a track record of helping companies achieve operational, product and customer service excellence. They are deeply knowledgeable about our industry and their support and professional expertise will help us as we continue to deliver the industry-leading products, solutions and customer services on which our partners and customers rely. Importantly, Vista sees that customers value our product portfolio and strategic roadmap, understands our critical position in the network provides unique visibility, context and control point, and agrees we have tremendous opportunity to deliver actionable network intelligence with integrated security and cloud capabilities.
We expect the transaction to be completed in our fiscal second quarter. At that time, Infoblox will become a private company, which will give us added flexibility and resources to build on our position as the industry leading provider of DDI solutions and drive our strategic and go-to-market plans and product roadmap forward.
Above all, we want to assure you that the entire Infoblox team is fully dedicated to continuing to innovate and develop the highest quality products and solutions you have come to expect from us while delivering world class support and services to enable your success.
If you have any questions or concerns, please do not hesitate to contact myself or your account team.
Thank you for being a valuable [customer/partner].
Jesper Andersen
President and CEO, Infoblox
Forward Looking Statements
All statements in this communication that are not statements of historical fact are forward looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “continue”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. These statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in forward-looking statements, including, but not limited to: (i) uncertainties as to the timing of the proposed transaction; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of Infoblox’s stockholders that will support the proposed transaction and tender their shares in the offer; (iv) the possibility that competing offers or acquisition proposals for Infoblox will be made; (v) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require Infoblox to pay a termination fee or other expenses; (vii) risks regarding the failure to obtain the necessary financing to complete the proposed transaction; (viii) risks related to the debt financing arrangements entered into in connection with the proposed transaction; (ix) the effect of the announcement or pendency of the proposed transaction on Infoblox’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, resellers, channel partners, suppliers and others with whom it does business, or its operating results and business generally; (x) risks related to diverting management’s attention from Infoblox’s ongoing business operations; (xi) the risk that unexpected costs will be incurred in connection with the proposed transaction; (xii) changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters; (xiii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability and (xiv) other factors as set forth from time to time in Infoblox’s filings with the Securities and Exchange Commission, which are available on our investor relations Web site (http://ir.infoblox.com/) and on the SEC’s Web site (www.sec.gov). All information provided in this communication is as of the date hereof, and stockholders of Infoblox are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. Infoblox does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after this communication, or to reflect the occurrence of unanticipated events, except as required by applicable law.
Additional Information and Where to Find It
The tender offer described in this communication has not yet commenced and this communication is not a recommendation or an offer to purchase or a solicitation of an offer to sell shares of Infoblox Inc. (the “Company”). At the time the tender offer is commenced India Merger Sub, Inc. (“Merger Sub”) will file with the SEC a Tender Offer Statement on Schedule TO, containing an offer to purchase, form of letter of transmittal and related tender offer documents, and the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer. Merger Sub and the Company intend to mail these documents to the stockholders of the Company. These documents, as they may be amended from time to time, will contain important information about the tender offer and stockholders of the Company are urged to read them carefully when they become available. Stockholders of the Company will be able to obtain a free copy of these documents, when they become available, at the website maintained by the SEC at www.sec.gov. In addition, the Solicitation/Recommendation Statement and the other documents filed by the Company with the SEC will be made available to all stockholders of the Company free of charge at http://ir.infoblox.com
Exhibit 99.3
SALES TEAM COMMUNICATIONS GUIDELINES
The following are guidelines to ensure that our external communications are consistent and we do not speculate or provide wrong information:
DOs
| ü | Read the press release, Jesper’s employee letter and the customer/partner talking points to get a clear understanding of what was announced and why |
| ü | Remain customer- and solution-oriented |
| ü | Remind customers and partners we are the industry leader in DDI solutions and we are as committed as ever to drive increased automation and DNS security into the enterprise market |
| ü | Remind customers/potential customers it remains business as usual – we remain 100% focused on providing them with highest quality products and solutions they have come to expect from us |
| ü | Answer questions in a straight-forward manner – it’s ok to say you don’t have the answer |
| ü | Stay engaged with your customers, potential customers and partners to pick-up early warning signs of problems, changes to procurement decisions, etc. |
| ü | Immediately report any pressing issues to your manager |
DON’Ts
| × | Don’t speculate or make up answers – stick to the talking points |
| × | Don’t state your personal opinion about what the Board should or should not do; you are speaking on behalf of Infoblox |
| × | Don’t make “promises” or “guarantees” that go beyond our standard sales protocols |
| × | Don’t criticize or say anything that you don’t want repeated |
| × | Don’t share internal documents – if you need to provide a document, please provide the press release |
Reactive Customer Talking Points
| • | We recently announced some exciting news – we entered into an agreement to be acquired by Vista Equity Partners, a leading private equity firm focused on software, data and technology-enabled businesses. |
| • | Vista is a respected investment firm with a track record of helping companies achieve operational, product and customer service excellence. They are deeply knowledgeable about our industry and their support and professional expertise will help us as we continue to deliver the industry-leading products, solutions and customer services on which our customers rely |
| • | Importantly, Vista sees that customers value our product portfolio and strategic roadmap, understands our critical position in the network provides unique visibility, context and control point, and agrees we have tremendous opportunity to deliver actionable network intelligence with integrated security and cloud capabilities. |
| • | We expect the transaction to be in our fiscal second quarter. At that time, Infoblox will become a private company. |
| • | This will give us added flexibility and resources to build on our position as the industry leading provider of DDI solutions and drive our strategic and go-to-market plans and project roadmap forward. |
| • | Above all, we want to assure you that the entire Infoblox team is fully dedicated to continuing to innovate and develop the highest quality products and solutions you have come to expect from us while delivering world class support and services to enable your success. |
| • | If you have any questions or concerns, please do not hesitate to follow up with me. |
| • | Thank you for being a valuable partner in our business. |
Customer/Partner FAQ
| 1) | Will the transaction have any impacts on Infoblox’s customers or partners? Will you discontinue products or services, or discontinue any agreements? |
| • | We are fully committed to our customers and partners, as always, and do not expect any interruptions or changes. We are all firmly committed to making sure we don’t miss a beat. |
| • | We will continue to focus on our strategic priorities, including the delivery of our existing products and services, investing in new, innovative solutions and delivering world class support and services to our customers. |
| 2) | Will your Partner Channel program structure change at all as a result of the transaction? |
| • | We do not expect any changes to our Partner Channel program as a result of this transaction. |
| • | We have already been working several changes to our Partner program over the past few months in the normal course unconnected to this transaction, and we intend to continue to execute those changes. |
| • | We will continue to be a channel-focused company following this transaction. |
| • | We expect this transaction will give us added flexibility and resources to build on our position as the industry leading provider of DDI solutions and drive our strategic and go-to-market plan and product roadmap forward. |
| 3) | Will my contact at the company change? |
| • | It is business as usual at Infoblox. Your contact will remain the same. |
Forward Looking Statements
All statements in this communication that are not statements of historical fact are forward looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”, “aim”, “continue”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. These statements involve risks and uncertainties that could cause our actual results to differ materially from those expressed or implied in forward-looking statements, including, but not limited to: (i) uncertainties as to the timing of the proposed transaction; (ii) the risk that the proposed transaction may not be completed in a timely manner or at all; (iii) uncertainties as to the percentage of Infoblox’s stockholders
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that will support the proposed transaction and tender their shares in the offer; (iv) the possibility that competing offers or acquisition proposals for Infoblox will be made; (v) the possibility that any or all of the various conditions to the consummation of the proposed transaction may not be satisfied or waived, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals); (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, including in circumstances which would require Infoblox to pay a termination fee or other expenses; (vii) risks regarding the failure to obtain the necessary financing to complete the proposed transaction; (viii) risks related to the debt financing arrangements entered into in connection with the proposed transaction; (ix) the effect of the announcement or pendency of the proposed transaction on Infoblox’s ability to retain and hire key personnel, its ability to maintain relationships with its customers, resellers, channel partners, suppliers and others with whom it does business, or its operating results and business generally; (x) risks related to diverting management’s attention from Infoblox’s ongoing business operations; (xi) the risk that unexpected costs will be incurred in connection with the proposed transaction; (xii) changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters; (xiii) the risk that stockholder litigation in connection with the proposed transaction may result in significant costs of defense, indemnification and liability and (xiv) other factors as set forth from time to time in Infoblox’s filings with the Securities and Exchange Commission, which are available on our investor relations Web site (http://ir.infoblox.com/) and on the SEC’s Web site (www.sec.gov). All information provided in this communication is as of the date hereof, and stockholders of Infoblox are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date such statements are made. Infoblox does not undertake any obligation to publicly update any forward-looking statements to reflect events, circumstances or new information after this communication, or to reflect the occurrence of unanticipated events, except as required by applicable law.
Additional Information and Where to Find It
The tender offer described in this communication has not yet commenced and this communication is not a recommendation or an offer to purchase or a solicitation of an offer to sell shares of Infoblox Inc. (the “Company”). At the time the tender offer is commenced India Merger Sub, Inc. (“Merger Sub”) will file with the SEC a Tender Offer Statement on Schedule TO, containing an offer to purchase, form of letter of transmittal and related tender offer documents, and the Company will file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 relating to the tender offer. Merger Sub and the Company intend to mail these documents to the stockholders of the Company. These documents, as they may be amended from time to time, will contain important information about the tender offer and stockholders of the Company are urged to read them carefully when they become available. Stockholders of the Company will be able to obtain a free copy of these documents, when they become available, at the website maintained by the SEC at www.sec.gov. In addition, the Solicitation/Recommendation Statement and the other documents filed by the Company with the SEC will be made available to all stockholders of the Company free of charge at http://ir.infoblox.com
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