UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Amendment No. 3
INFOBLOX INC.
(Name of Subject Company (Issuer))
DELTA HOLDCO, LLC
INDIA MERGER SUB, INC.
(Name of Filing Persons (Offerors))
DELTA TOPCO, LLC
VISTA EQUITY PARTNERS FUND VI, L.P.
(Name of Filing Persons (Others))
COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title of Class of Securities)
45672H104
(CUSIP Number of Class of Securities)
David Breach
Delta Holdco, LLC
c/o Vista Equity Partners Management, LLC
Four Embarcadero Center, 20th Floor
San Francisco, CA 94111
(415) 655-6666
(Name, address, and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Sarkis Jebejian
Joshua M. Zachariah
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
(212) 446-4800
CALCULATION OF FILING FEE
| Transaction Valuation(1) | Amount of Filing Fee(2) | |
| $1,609,935,053 | $186,592 | |
| (1) | Calculated solely for purposes of determining the filing fee. The calculation assumes the purchase of 56,186,235 shares of voting common stock, par value $0.0001 per share, at an offer price of $26.50 per share. The transaction value also includes (i) 774,000 shares issuable pursuant to outstanding stock option grants with an exercise price of less than $26.50 per share, which is calculated by (x) multiplying the number of shares underlying such options at each exercise price therefor by an amount equal to $26.50 minus such exercise price and (y) dividing such product by the offer price of $26.50 per share, (ii) 3,630,462 shares issuable upon settlement of restricted stock units multiplied by the offer price of $26.50 per share and (iii) 161,569 market stock units at target levels multiplied by the offer price of $26.50 per share. The calculation of the filing fee is based on information provided by Infoblox Inc. as of the close of business on September 15, 2016. |
| (2) | The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for fiscal year 2017, issued August 31, 2016, by multiplying the transaction value by 0.00011590. |
| ☒ | Check the 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: $186,592 | Filing Party: Vista Equity Partners, Fund VI, L.P. | |
| Form of Registration No.: Schedule TO | Date Filed: October 7, 2016 |
| ☐ | 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:
| ☒ | 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. |
| ☐ | 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. 3 (this “Amendment”) to the Tender Offer Statement on Schedule TO (together with this Amendment and any other amendments and supplements thereto, the “Schedule TO”) is being filed by (i) Delta Holdco, LLC, a Delaware limited liability company (“Parent”), (ii) India Merger Sub, Inc., a Delaware corporation and a wholly–owned subsidiary of Parent (“Purchaser”), (iii) Delta Topco, LLC, a Delaware limited liability company and the sole member of Parent (“Topco”), and (iv) Vista Equity Partners Fund VI, L.P., a Cayman Islands exempted limited partnership and the sole member of Topco (“VEPF VI”). This Schedule TO relates to the tender offer for all of the outstanding shares of common stock, par value $0.0001 per share (the “Shares”), of Infoblox Inc., a Delaware corporation (the “Company”), at a price of $26.50 per Share, net to the seller in cash without interest and less any applicable withholding taxes or deductions required by applicable law, if any, upon the terms and conditions set forth in the offer to purchase dated October 7, 2016 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, together with any amendments or supplements, collectively constitute the “Offer.”
Except as otherwise set forth below, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference as relevant to items in this Amendment. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in the Schedule TO.
Item 9. Source and Amount of Funds
Item 9 of the Schedule TO and the disclosure under Section 15 “Certain Conditions of the Offer” of the Offer to Purchase are hereby amended and supplemented by inserting the following paragraph:
“On October 27, 2016, Parent and Purchaser waived the Financing Proceeds Condition and the condition to the Offer relating to the marketing period for the Debt Financing in accordance with the terms of the Merger Agreement. The Offer remains subject to the remaining conditions to the Offer set forth in Section 15—“Certain Conditions of the Offer” of the Offer to Purchase. The full text of the press release announcing the waiver of the Financing Proceeds Condition and the condition to the Offer relating to the marketing period for the Debt Financing is attached hereto as Exhibit (a)(1)(K) and is incorporated herein by reference.”
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
| Exhibit No. |
Description | |
| (a)(1)(K) | Joint Press Release issued by the Company and Vista Equity Partners Fund VI, L.P. on October 27, 2016. | |
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.
| INDIA MERGER SUB, INC. | ||
| By | /s/ Maneet S. Saroya | |
| Name: | Maneet S. Saroya | |
| Title: | President | |
| Date: | October 27, 2016 | |
| DELTA HOLDCO, LLC | ||
| By | /s/ Maneet S. Saroya | |
| Name: | Maneet S. Saroya | |
| Title: | President | |
| Date: | October 27, 2016 | |
| DELTA TOPCO, LLC | ||
| By | /s/ Maneet S. Saroya | |
| Name: | Maneet S. Saroya | |
| Title: | President | |
| Date: | October 27, 2016 | |
| VISTA EQUITY PARTNERS FUND VI, L.P. | ||
| By | Vista Equity Partners Fund VI GP, L.P. | |
| Its: | General Partner | |
| By | VEPF VI GP, Ltd. | |
| Its: | General Partner | |
| By | /s/ Robert F. Smith | |
| Name: | Robert F. Smith | |
| Title: | Director | |
| Date: | October 27, 2016 | |
EXHIBIT INDEX
| Exhibit No. |
Description | |
| (a)(1)(A) | Offer to Purchase, dated October 7, 2016.* | |
| (a)(1)(B) | Letter of Transmittal.* | |
| (a)(1)(C) | Notice of Guaranteed Delivery.* | |
| (a)(1)(D) | Letter from the Information Agent to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(E) | Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* | |
| (a)(1)(F) | Press Release issued by the Company on September 19, 2016 (incorporated by reference to Exhibit 99.1 to Current Report on Form 8-K of the Company filed with the Securities and Exchange Commission on September 19, 2016).* | |
| (a)(1)(G) | Summary Advertisement as published in the Wall Street Journal on October 7, 2016.* | |
| (a)(1)(H) | Joint Press Release issued by the Company and Vista Equity Partners Fund VI, L.P. on October 7, 2016.* | |
| (a)(1)(I) | Joint Press Release issued by the Company and Vista Equity Partners Fund VI, L.P. on October 14, 2016.* | |
| (a)(1)(J) | Joint Press Release issued by the Company and Vista Equity Partners Fund VI, L.P. on October 20, 2016.* | |
| (a)(1)(K) | Joint Press Release issued by the Company and Vista Equity Partners Fund VI, L.P. on October 27, 2016. | |
| (a)(5)(A) | Class Action Complaint dated October 10, 2016 (Jamie Dorn v. Jesper Andersen, et al., Case No. 12817-VCG).* | |
| (a)(5)(B) | Class Action Complaint dated October 12, 2016 (Thuan Lam v. Jesper Andersen, et. al., Case No. 12823-VCG).* | |
| (a)(5)(C) | Class Action Complaint dated October 18, 2016 (Frank Lin v. Jesper Andersen, et. Al., Case No. 12834-VCG).* | |
| (b)(1) | Amended and Restated Debt Commitment Letter, dated September 18, 2016, from Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Royal Bank of Canada, RBC Capital Markets, Barclays, Deutsche Bank Securities Inc., Deutsche Bank AG New York Branch, Macquarie Capital (USA) Inc. and Macquarie Capital Funding LLC to Parent.* | |
| (d)(1) | Agreement and Plan of Merger, dated as of September 16, 2016, by and among the Company, Purchaser and Parent (incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on September 19, 2016).* | |
| (d)(2) | Confidentiality Agreement, dated August 15, 2016, between the Company and Vista Equity Partners Management, LLC.* | |
| (d)(3) | Limited Guarantee, dated as of September 16, 2016, by VEPF VI in favor of the Company.* | |
| (d)(4) | Equity Commitment Letter, dated as of September 16, 2016, from VEPF VI to Parent.* | |
| (g) | None. | |
| (h) | None. | |
| * | Previously filed. |
Exhibit (a)(1)(K)
Infoblox and Vista Equity Partners Announce Waiver of Financing Proceeds Condition and Marketing
Period Condition in Connection with Proposed Transaction
SANTA CLARA, CALIFORNIA — October 27, 2016 —Infoblox Inc. (NYSE: BLOX) (“Infoblox” or the “Company”) and Vista Equity Partners (“Vista”) today announced that Vista’s affiliates, Delta Holdco, LLC (“Parent”) and India Merger Sub, Inc. (“Purchaser”), have waived the “Financing Proceeds Condition” and the condition to the Offer relating to the marketing period for the Debt Financing, as described in the Offer to Purchase in connection with Vista’s previously-announced tender offer to acquire all of the outstanding shares of common stock of Infoblox at a price of $26.50 per share in cash. The tender offer is scheduled to expire at 12:00 midnight, New York City time, at the end of November 4, 2016, unless further extended or earlier terminated in accordance with the terms of the merger agreement. All other terms and conditions of the tender offer remain unchanged. The Board of Directors of Infoblox has unanimously approved the proposed acquisition by Vista and recommends that Infoblox stockholders tender their shares in the tender offer.
The tender offer is being made in connection with the Agreement and Plan of Merger, dated as of September 16, 2016 (the “Merger Agreement”), by and among the Company, Parent and Purchaser. Pursuant to the Merger Agreement, following the consummation of the Offer and the satisfaction or waiver of all conditions, the Company will merge with Purchaser and all outstanding shares of the Company’s common stock, other than shares held by Parent, Purchaser or the Company, or shares held by the Company’s stockholders who are entitled to and properly demand and perfect appraisal of such shares pursuant to the applicable provisions of Delaware law, will be automatically cancelled and converted into the right to receive cash equal to the $26.50 offer price per share.
About Infoblox
Infoblox (NYSE: BLOX) delivers Actionable Network Intelligence to enterprise, government, and service provider customers around the world. As the industry leader in DNS, DHCP, and IP address management, the category known as DDI, Infoblox (www.infoblox.com) provides control and security from the core—empowering thousands of organizations to increase efficiency and visibility, reduce risk, and improve customer experience.
About Vista Equity Partners
Vista Equity Partners, a U.S.-based private equity firm with offices in Austin, Chicago and San Francisco, with more than $26 billion in cumulative capital commitments, currently invests in software, data and technology-based organizations led by world-class management teams with long-term perspective. Vista is a value-added investor, contributing professional expertise and multi-level support towards companies realizing their full potential. Vista’s investment approach is anchored by a sizable long-term capital base, experience in structuring technology-oriented transactions, and proven management techniques that yield flexibility and opportunity in private equity investing. For more information, please visit www.vistaequitypartners.com.
Notice to Investors
This press release is not an offer to purchase or a solicitation of an offer to sell shares of Infoblox’s common stock.
The solicitation and the offer to purchase shares of Infoblox’s common stock described in this press release will be made only pursuant to the offer to purchase and related materials that Vista has filed on Schedule TO with the SEC. In addition, Infoblox has filed its recommendation of the tender offer on Schedule 14D-9 with the SEC. Additionally, Infoblox and Vista will file other relevant materials in connection with the proposed acquisition of Infoblox by Vista pursuant to the terms of the merger agreement. INVESTORS AND STOCKHOLDERS OF INFOBLOX ARE ADVISED TO READ THE SCHEDULE TO (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC ON OCTOBER 7, 2016, BEFORE MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES THERETO.
Investors and stockholders may obtain free copies of the Schedule TO and Schedule 14D-9, as each may be amended or supplemented from time to time, and other documents filed by the parties (when available), at the SEC’s web site at www.sec.gov, and from the information agent named in the tender offer materials. Investors may also obtain, at no charge, any such documents filed with or furnished to the SEC by the Company under the investor relations section of the Company’s website at http://ir.infoblox.com.
Cautionary Notice Regarding 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 (“SEC”), 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.
Contacts
For Infoblox:
Investors:
Infoblox
Renee Lyall
(408) 986-4748
rlyall@infoblox.com
Media:
Sard Verbinnen & Co
John Christiansen / Megan Bouchier
(415) 618-8750
For Vista Equity Partners:
Laurel Strategies
Alan Fleischmann
(202) 413-4495
mstakelin@laurelstrategies.com