0001193125-16-744572.txt : 20161024 0001193125-16-744572.hdr.sgml : 20161024 20161024083055 ACCESSION NUMBER: 0001193125-16-744572 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20161024 DATE AS OF CHANGE: 20161024 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INFOBLOX INC CENTRAL INDEX KEY: 0001223862 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 200062867 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 14D9/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87159 FILM NUMBER: 161947293 BUSINESS ADDRESS: STREET 1: 3111 CORONADO DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-986-4000 MAIL ADDRESS: STREET 1: 3111 CORONADO DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INFOBLOX INC CENTRAL INDEX KEY: 0001223862 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 200062867 FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 14D9/A BUSINESS ADDRESS: STREET 1: 3111 CORONADO DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 408-986-4000 MAIL ADDRESS: STREET 1: 3111 CORONADO DRIVE CITY: SANTA CLARA STATE: CA ZIP: 95054 SC 14D9/A 1 d222879dsc14d9a.htm SCHEDULE 14D9/A (AMENDMENT NO. 4) Schedule 14D9/A (Amendment No. 4)

 

 

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. 4)

 

 

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.

David K. Michaels, Esq.

William L. Hughes, 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

 

 

 

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

 

 

 


This Amendment No. 4 (“Amendment No. 4”) amends and supplements Item 4 of the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Infoblox Inc. (the “Company”) with the Securities and Exchange Commission on October 7, 2016 (as amended and supplemented from time to time, and including the documents annexed thereto or incorporated therein the “Schedule 14D-9”). The Schedule 14D-9 relates to the tender offer by India Merger Sub, Inc. (“Merger Sub”), a wholly owned subsidiary of Delta Holdco, LLC (“Parent”), to purchase all of the issued and outstanding shares of the Company’s common stock, par value of $0.0001 per share (the “Shares”), at a purchase price equal to $26.50 per Share, net to the seller in cash, without interest and less any applicable taxes required to be withheld, upon the terms and subject to the conditions set forth in the Offer to Purchase of Parent and Merger Sub dated October 7, 2016, and in the related Letter of Transmittal, as each may be amended or supplemented from time to time.

Except as otherwise set forth below, the information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference as relevant to items in this Amendment No. 4. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule 14D-9. This Amendment No. 4 is being filed to reflect certain updates as reflected below.

Item 4.    The Solicitation or Recommendation

Item 4 of the Schedule 14D-9 is hereby amended and supplemented by:

 

    Replacing the sixth sentence of the tenth paragraph under the heading entitled “Background of the Merger Agreement” in its entirety with the following:

“The Board discussed the base projections and risk-adjusted projections, including these assumptions and risks; neither management nor the Board determined that one of those sets of projections represented a better assessment of the Company’s future financial performance than the other.”

 

    Inserting the following sentence at the end of the fifth paragraph under the heading entitled “Certain Unaudited Prospective Financial Information of the Company”:

“Neither management nor the Board determined that one of the two sets of projections included in the Management Projections represented a better assessment of the Company’s future financial performance than the other.”


SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Schedule 14D-9 is true, complete and correct.

Dated: October 24, 2016

 

INFOBLOX INC.
By:  

/s/ JANESH MOORJANI

Name:   Janesh Moorjani
Title:   Chief Financial Officer