SC TO-T/A

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. 9)

AVG TECHNOLOGIES N.V.

(Name of Subject Company)

AVAST SOFTWARE B.V.

(Name of Filing Persons (Offeror))

AVAST HOLDING B.V.

(Name of Filing Persons (Parent of Offeror))

Ordinary shares, €0.01 nominal value per share

(Title of Class of Securities)

N07831105

(CUSIP Number of Class of Securities)

Avast Holding B.V.

Schiphol Boulevard 369

Tower F, 7th floor

1118 BJ Schiphol

The Netherlands

Attention: Alan Rassaby

+31 20 654 3225

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

with copies to:

Ian Bagshaw Caroline Sherrell White & Case LLP 5 Old Broad Street London EC2N 1DW United Kingdom +44 20 7532 1000 Chang-Do Gong White & Case LLP 1155 Avenue of the Americas New York, NY 10036-2787 +1 212 819 8200

CALCULATION OF FILING FEE

Transaction Valuation*	Amount of Filing Fee**
$1,339,391,120	$134,876.69***

* Calculated solely for purposes of determining the filing fee. The calculation of the transaction value is determined by adding the sum of (i) 50,730,029 ordinary shares, with a nominal value of €0.01 per share, of AVG Technologies N.V. multiplied by the offer price of $25.00 per share, (ii) the net offer price for 2,522,480 shares issuable pursuant to outstanding options with an exercise price less than $25.00 per share (which is calculated by multiplying the number of shares underlying such outstanding options by an amount equal to $25.00 minus the weighted average exercise price for such options of $19.73 per share), (iii) 690,000 shares subject to issuance pursuant to restricted stock units multiplied by the offer price of $25.00 per share and (iv) 1,623,877 shares subject to issuance pursuant to outstanding performance-based restricted stock units multiplied by the offer price of $25.00 per share. The foregoing share figures have been provided by the issuer to the offeror and are as of July 25, 2016, the most recent practicable date.

** The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2016, issued August 27, 2015, by multiplying the transaction value by 0.0001007.

*** Previously paid.

☒ 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: $134,876.69	Filing Party: Avast Software B.V. and Avast Holding B.V.
Form or Registration No.: Schedule TO	Date Filed: July 29, 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. 9 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the Securities and Exchange Commission on July 29, 2016 (together with any amendments and supplements thereto, the “Schedule TO”) by Avast Software B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Purchaser”) and a direct wholly owned subsidiary of Avast Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Parent”), and Parent, relating to the offer by Purchaser to purchase all of the outstanding ordinary shares, with a nominal value of €0.01 per share (the “Shares”), of AVG Technologies N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands (“AVG”), at a price of $25.00 per share, in cash, without interest and less applicable withholding taxes or other taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 29, 2016 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related letter of transmittal that accompanies the Offer to Purchase, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase.

All the information set forth in the Offer to Purchase is incorporated by reference herein in response to Items 1 through 9 and Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Amendment.

Items 1 through 9 and 11. Summary Term Sheet; Terms of the Transaction; Additional Information.

Items 1, 4 and 11 of the Schedule TO are hereby amended and supplemented by adding the following text thereto:

“The Offer and withdrawal rights expired at 11:59 p.m., New York City time, on September 29, 2016. The Depositary has advised Parent and Purchaser that, as of 11:59 p.m., New York City time, on September 29, 2016, 44,543,555 Shares (excluding 2,809,498 Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee), representing approximately 87.3% of the outstanding Shares, have been validly tendered pursuant to the Offer and not properly withdrawn. All conditions to the Offer having been satisfied, Purchaser accepted for payment, and expects to promptly pay for, all Shares validly tendered pursuant to the Offer and not properly withdrawn.

Pursuant to the Purchase Agreement and in accordance with Rule 14d-11 promulgated under the Exchange Act, Purchaser has commenced a subsequent offering period of the Offer (the “Subsequent Offering Period”). The Subsequent Offering Period will expire at 11:59 p.m., New York City time, on October 14, 2016, unless extended. All Shares validly tendered during the Subsequent Offering Period will be immediately accepted for payment, and tendering holders will thereafter promptly be paid the same Offer Price of $25.00 per Share, in cash, without interest and less applicable withholding taxes or other taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase. The procedures for accepting the Offer and tendering Shares during the Subsequent Offering Period are the same as those applicable to the initial offering period as described in the Offer to Purchase, except that Shares validly tendered during the Subsequent Offering Period may not be withdrawn and the guaranteed delivery procedures may not be used during the Subsequent Offering Period.”

Item 12. Exhibits.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

Exhibit No.	Description
(a)(5)(N)	Press Release issued by Avast Holding B.V., dated September 30, 2016.
(a)(5)(O)	Blog post posted by Avast Holding B.V. on its external website on September 30, 2016.

SIGNATURES

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: September 30, 2016

AVAST SOFTWARE B.V.
By:	/s/ Alan Rassaby
Name:	Alan Rassaby
Title:	Managing Director A
By:	/s/ Stefan Boermans
Name:	Stefan Boermans
Title:	Managing Director B
AVAST HOLDING B.V.
By:	/s/ Alan Rassaby
Name:	Alan Rassaby
Title:	Managing Director A
By:	/s/ Stefan Boermans
Name:	Stefan Boermans
Title:	Managing Director B

Exhibit No.	Description
(a)(1)(A)	Offer to Purchase, dated July 29, 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)	Summary Advertisement as published in The New York Times on July 29, 2016.*
(a)(2)	Not applicable.
(a)(3)	Not applicable.
(a)(4)	Not applicable.
(a)(5)(A)	Joint Press Release issued by Avast Holding B.V. and AVG Technologies N.V. on July 7, 2016 (originally filed with the Securities and Exchange Commission by Avast Holding B.V. on July 7, 2016 on Schedule TO-C, which is incorporated by reference herein).
(a)(5)(B)	Blog post posted by Avast Holding B.V. on its external website on July 7, 2016 (originally filed with the Securities and Exchange Commission by Avast Holding B.V. on July 7, 2016 on Schedule TO-C, which is incorporated by reference herein).
(a)(5)(C)	Frequently Asked Questions issued by Avast Holding B.V. and AVG Technologies N.V. on July 7, 2016 (originally filed with the Securities and Exchange Commission by Avast Holding B.V. on July 7, 2016 on Schedule TO-C, which is incorporated by reference herein).
(a)(5)(D)	Email Communication from Avast Holding B.V. and AVG Technologies N.V. to their respective employees sent on July 7, 2016 (originally filed with the Securities and Exchange Commission by Avast Holding B.V. on July 7, 2016 on Schedule TO-C, which is incorporated by reference herein).
(a)(5)(E)	Slide Presentation used in connection with a meeting with employees of AVG Technologies N.V. on July 7, 2016 (originally filed with the Securities and Exchange Commission by Avast Holding B.V. on July 7, 2016 on Schedule TO-C, which is incorporated by reference herein).
(a)(5)(F)	Tweet from July 7, 2016 by Avast Holding B.V. (@avast_antivirus) (originally filed with the Securities and Exchange Commission by Avast Holding B.V. on July 7, 2016 on Schedule TO-C, which is incorporated by reference herein).
(a)(5)(G)	Facebook post from July 7, 2016 by Avast Holding B.V. to the Avast Software Facebook page (originally filed with the Securities and Exchange Commission by Avast Holding B.V. on July 7, 2016 on Schedule TO-C, which is incorporated by reference herein).
(a)(5)(H)	LinkedIn post by Avast Holding B.V. from July 7, 2016 to the Avast Software LinkedIn page (originally filed with the Securities and Exchange Commission by Avast Holding B.V. on July 7, 2016 on Schedule TO-C, which is incorporated by reference herein).
(a)(5)(I)	Tweet from July 7, 2016 by Avast Holding B.V. (@avast_antivirus) (originally filed with the Securities and Exchange Commission by Avast Holding B.V. on July 7, 2016 on Schedule TO-C, which is incorporated by reference herein).
(a)(5)(J)	Facebook post from July 14, 2016 by Avast Holding B.V. to the Avast Software Facebook page (originally filed with the Securities and Exchange Commission by Avast Holding B.V. on July 15, 2016 on Schedule TO-C, which is incorporated by reference herein).
(a)(5)(K)	Press Release issued by Avast Holding B.V., dated September 1, 2016.*
(a)(5)(L)	Press Release issued by Avast Holding B.V., dated September 16, 2016.*
(a)(5)(M)	Press Release issued by Avast Holding B.V., dated September 21, 2016.*
(a)(5)(N)	Press Release issued by Avast Holding B.V., dated September 30, 2016.
(a)(5)(O)	Blog post posted by Avast Holding B.V. on its external website on September 30, 2016.
(b)	Debt Commitment Letter, dated as of July 6, 2016, as amended and restated as of July 28, 2016, by and among Credit Suisse AG, Credit Suisse Securities (USA) LLC, Jefferies Finance LLC, UBS AG, Stamford Branch, UBS Securities LLC, Bank of America Merrill Lynch International Limited, Société Générale and Avast Software B.V.*

Exhibit No.	Description
(d)(1)	Purchase Agreement, dated as of July 6, 2016, by and among AVG Technologies N.V., Avast Holding B.V. and Avast Software B.V. (originally filed with the Securities and Exchange Commission by AVG Technologies N.V. on July 7, 2016 as Exhibit 99.1 to the Report of Foreign Private Issuer on Form 6-K, which is incorporated by reference herein).
(d)(2)	Tender Agreement, dated as of July 6, 2016, by and among TA X L.P., TA Atlantic and Pacific VI L.P., TA Strategic Partners Fund II L.P., TA Strategic Partners Fund II-A L.P., TA Investors III L.P., Avast Holding B.V. and Avast Software B.V.*
(d)(3)	Tender Agreement, dated as of July 6, 2016, by and among CVP II, Inc., Avast Holding B.V. and Avast Software B.V.*
(d)(4)	Confidentiality Agreement, dated as of May 28, 2016, by and between AVG Technologies N.V. and Avast Holding B.V.*
(d)(5)	Exclusivity Agreement, dated as of June 16, 2016, by and between AVG Technologies N.V. and Avast Holding B.V.*
(g)	Not applicable.
(h)	Not applicable.

* Previously filed.

EX-99.(A)(5)(N)

Exhibit (a)(5)(N)

Press Release

Avast Closes Acquisition of AVG Technologies

Prague, Czech Republic / Amsterdam, The Netherlands, September 30, 2016 – Avast Software, the leader in digital security products for consumers and businesses, today announced it has acquired a majority stake in AVG Technologies after completing the initial offering period of its tender offer for all of the outstanding ordinary shares of AVG Technologies N.V. (NYSE: AVG). Therefore, they will operate as a single company as of Monday, October 3, 2016.

Vince Steckler is named the chief executive officer of the new Avast, overseeing more than $700M in revenue for 2016 for the newly-combined entity. Avast has transformed into a full service security company with the largest Consumer installed base in the world, and with significant Mobile, SMB and Mobile Enterprise businesses. As of the completion of the initial offering period of the tender offer, AVG’s CEO Gary Kovacs will be departing, but will be available on a consulting basis throughout the transition.

“The combined company now has over 400 million users, more than 40% of the world’s consumer PCs outside of China and the largest consumer security installed base in the world. If they were a country, we would have the 3^rd largest population in the world,” said Vince Steckler, chief executive officer. “The US is now our number one market with 58 million users. We truly have global reach and are proud to be the most popular choice for security in the world.”

“We now have the technical breadth to provide superior protection for our customers. For example, our combined threat labs will have teams dedicated to emerging threats affecting consumers. These include social engineering threats, which are commonly used to target IoT devices, and ransomware, which we are fighting with machine learning technology. We believe we are now better equipped than ever to outsmart those who want to do harm to people online.”

By acquiring AVG, the new Avast has stronger protection for its customers. Avast now:

• Has the largest threat detection network in the world with more than 400 million endpoints that act as sensors, providing information about malware to help detect and neutralize new threats as soon as they appear

• Has what is probably the world’s largest security-focused cloud and machine learning network comprising over 9,000 servers and supporting 50 million simultaneous connections to provide instantaneous protection to its users

• Prevents around 1 billion malware attacks per month

• Blocks more than 500 million malicious URLs per month

• Blocks around 50 million phishing attacks per month

• Processes 9 million new executable files every month, 25% of which are malicious, giving Avast even faster and deeper insights in the threat landscape

With the acquisition, Avast expands its SMB business and adds AVG’s strong reseller base, enabling Avast to support more and larger organizations. Avast is also gaining Location Labs and its carrier business, which Avast plans to invest in and expand overseas. Due to the closed infrastructure of mobile operating systems, mobile security and privacy protection technology is stronger when embedded in the carrier infrastructure. The Location Labs technology essentially provides a cloud-based solution to customers, bypassing the inefficiencies and insecurities of running within the mobile operating system.

Avast plans to create more and better products that will defend against the growing number of threats in the market. The company will continue to offer both the AVG and Avast branded products for the foreseeable future and to support all customers and partners for both product lines.

“We want our customers to be reassured that whether you use an AVG product or an Avast product, we will continue to support you. We are nothing without our customers and partners who have helped us get to where we are today,” said Vince Steckler.

As a result of the acquisition, Avast holds approximately 87.3% of AVG’s outstanding shares acquired upon the closing of the initial offering period for the tender offer. Avast also announced that it has commenced a subsequent offering period to provide AVG shareholders who have not yet tendered their shares the opportunity to do so. The subsequent offering period is scheduled to expire at 11:59 p.m., New York City time, on October 14, 2016, unless extended. As described below, Avast plans to voluntarily delist AVG’s shares from the New York Stock Exchange promptly following the subsequent offering period.

The Transaction

On July 29, 2016, Avast Software B.V. and its parent company, Avast Holding B.V., commenced a tender offer to acquire all of the outstanding ordinary shares of AVG Technologies N.V. at a purchase price of $25.00 per share in cash, without interest and less applicable withholding taxes or other taxes. The initial offering period for the tender offer and withdrawal rights expired at 11:59 p.m., New York City time, on September 29, 2016. Based on information provided by the depositary for the offer, a total of 44,543,555 shares, representing approximately 87.3% of the aggregate number of shares outstanding, had been validly tendered and had not been properly withdrawn as of the initial expiration of the offer (excluding 2,809,498 shares, representing approximately 5.5% of the aggregate number of shares outstanding, tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee). Avast Software B.V. and Avast Holding B.V. have accepted for payment all shares that were validly tendered and were not properly withdrawn from the offer, and payment for such shares will be made promptly in accordance with the terms of the offer. The AVG shares that have been tendered pursuant to guaranteed delivery procedures are guaranteed to be delivered within three NYSE trading days pursuant to the guaranteed delivery procedures described in the offer to purchase, which, if added to the shares already validly tendered, would represent approximately 92.8% of the shares outstanding.

Avast Software B.V. and Avast Holding B.V. also announced today the commencement of a subsequent offering period scheduled to expire at 11:59 p.m., New York City time, on October 14, 2016. Avast may extend the subsequent offering period to provide for a minority exit offering period of up to 10 business days to provide AVG shareholders who have not yet tendered their shares the opportunity to do so. All shares validly tendered during the subsequent offering period will be immediately accepted for payment, and tendering holders will thereafter promptly be paid the same form and amount of offer consideration as in the initial offering period. The procedures for tendering shares during the subsequent offering period are the same as those applicable to the initial offering period, except that (i) the guaranteed delivery procedures may not be used during the subsequent offering period and (ii) no withdrawal rights will apply to shares tendered during the subsequent offering period.

As more fully described in the offer to purchase, if the number of shares purchased during the subsequent offering period (including, if applicable, the minority exit offering period), together with the shares purchased during the initial offering period, is equal to at least 95% of the outstanding ordinary shares of AVG, Avast expects to acquire the ordinary shares of AVG that were not tendered into the tender offer through the compulsory share acquisition process under Section 2:92a/2:201a of the Dutch Civil Code. If the number of shares purchased during the subsequent offering period (including, if applicable, the minority exit offering period), together with the shares purchased during the initial offering period, is less than 95% of the outstanding ordinary shares of AVG, Avast plans to effect an asset sale pursuant to which Avast will acquire substantially all of the assets, and assume substantially all of the liabilities, of AVG promptly following the tender offer. Following the completion of the asset sale, AVG will be liquidated and the remaining minority shareholders of AVG will receive cash distributions with respect to each ordinary share owned by them equal to the per share cash consideration paid in the tender offer less any applicable dividend withholding tax or any other taxes.

As soon as practicable following the completion of the subsequent offering period (including, if applicable, the minority exit offering period), AVG intends to voluntarily delist its shares from the New York Stock Exchange. AVG also intends to deregister its shares under the U.S. Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and to suspend its reporting obligations under the Exchange Act, but will only be eligible to do so upon satisfaction of the applicable requirements for deregistration.

AVG has submitted written notice to the New York Stock Exchange of its intent to voluntarily delist its shares from the New York Stock Exchange in connection with the tender offer. AVG intends to file a Form 25, Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act, with the U.S. Securities and Exchange Commission to delist its shares promptly following the subsequent offering period. Delisting from the NYSE is expected to become effective 10 days after the filing date of the Form 25.

The AVG shares will not be listed or registered on another national securities exchange. Delisting is likely to reduce significantly the liquidity and marketability of any AVG shares that have not been tendered pursuant to the tender offer.

Advisors

Jefferies International Limited is acting as exclusive financial advisor, and White & Case LLP and De Brauw Blackstone Westbroek N.V. are acting as legal advisors to Avast. Morgan Stanley & Co. LLC is acting as financial advisor to AVG, Bridge Street Securities, LLC is acting as financial advisor to the supervisory board of AVG, and Orrick, Herrington & Sutcliffe LLP and Allen & Overy LLP are acting as legal advisors to AVG.

About Avast

Avast Software (www.avast.com), the global leader in digital security products for consumers and businesses, protects over 400 million people online. Avast offers products under the Avast and AVG brands, that protect people from threats on the internet with one of the most advanced threat detection networks in the world. Avast digital security products for Mobile, PC or Mac are top-ranked and certified by VB100, AV-Comparatives, AV-Test, OPSWAT, ICSA Labs, West Coast Labs and others. Avast is backed by leading global private equity firms CVC Capital Partners and Summit Partners.

Forward-Looking Statements

This press release contains forward-looking information that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of the federal securities laws, and involve a number of risks and uncertainties. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “are confident that,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “would” or the negative of these terms or other comparable terms. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things: general economic conditions and conditions affecting the industries in which Avast and AVG operate; the uncertainty of regulatory approvals; AVG’s delisting from the New York Stock Exchange and suspension of AVG‘s reporting obligations under the Exchange Act and to consummate the transactions and their plans described in this press release; and AVG’s performance and maintenance of important business relationships. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in AVG’s filings with the U.S. Securities and Exchange Commission, including AVG’s Annual Report on Form 20-F for the year ended December 31, 2015. These forward-looking statements speak only as of the date of this release and neither Avast nor AVG assumes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.

Additional Information and Where to Find It

This press release does not constitute an offer to purchase or a solicitation of an offer to sell any securities of AVG. The solicitation and offer to purchase ordinary shares of AVG is being made pursuant to a tender offer statement on Schedule TO, including an Offer to Purchase, a related letter of transmittal and certain other tender offer documents, filed by Avast with the SEC on July 29, 2016 (as subsequently amended, the “Tender Offer Statement”). AVG filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer with the SEC on July 29, 2016 (as subsequently amended, the “Solicitation/Recommendation Statement”). AVG shareholders are urged to read the Tender Offer Statement and Solicitation/Recommendation Statement, as they may be amended from time to time, as well as any other relevant documents filed with the SEC, carefully and in their entirety because they will contain important information that AVG shareholders should consider before making any decision regarding tendering their securities. The Tender Offer Statement and the Solicitation/Recommendation Statement are available for free at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by AVG will be available free of charge on AVG’s website at investors.avg.com.

###

EX-99.(A)(5)(O)

Exhibit (a)(5)(O)

Avast and AVG become one

Avast Software CEO, Vince Steckler, announces the completion of the acquisition of a majority stake in AVG Technologies.

In July, we announced our plan to acquire AVG Technologies. Today, I am proud to announce the completion of the acquisition of a majority stake in AVG. So we will operate as a single company as of Monday, October 3, 2016. I would like to extend a warm welcome to the AVG team, AVG customers, as well as carrier and channel partners, and I am eager to tell you about our plans for the next few months.

For nearly 30 years, AVG and Avast have grown up side by side, providing great security products to hundreds of millions of users around the world for free. Our similarities will make integrating AVG and Avast smooth and uncomplicated. We will continue to offer and support both the AVG and Avast branded products, and are transforming into a full service security company with the largest consumer installed base in the world and a significant SMB Business, and Mobile Enterprise business.

So what are we gaining through this acquisition?

We now provide unprecedented protection for our users. This is possible by expanding our user base to more than 400 million users worldwide, 160 million of which are mobile users. With our user base nearly doubling, we now have the most advanced threat detection network in the world. Our security technology runs in the cloud, based on a vast machine learning network. Each of our endpoints running our products acts as a sensor for malicious files and activities. Suspicious files are sent to our cloud servers, where they are subjected to a thorough check, possibly involving running the files in a virtual machine, machine learning analysis, and other proprietary checks. Our technology determines whether or not a file is malicious. If our artificial intelligence technology determines that a file is malicious, it pushes this information to our cloud servers, resulting in full protection of our more than 400 million users, in nearly real time.

With each endpoint, we acquire insights into the current threat landscape and can therefore better protect our customers. With acquiring AVG, we now prevent around one billion malware attacks, block more than 500 million malicious URLs and around 50 million phishing attacks per month, and handle around 9 million new executable files every month, 25% of which are malicious.

In addition, the cross pollination of technologies and the addition of talent to our Threat Labs will make us more robust than ever before, so you can worry less about security threats. We now have stronger capacities to create specialized task forces that will be dedicated to new threats targeting mobile devices and Internet of Things devices in our homes, as well as the current ravaging threats like ransomware.

We are also further expanding our protection capabilities by adding IDP – Online Process Monitoring technology, which empowers us to detect threats before they can do any harm. Additionally, we are adding AVG’s advanced front-end detection solution to our strong machine learning technology and cloud-based solutions.

Through the acquisition, we are also expanding our capabilities to protect mobile users. Threats targeting mobile devices are different than the ones targeting PCs and Macs, as the iOS and Android mobile operating system infrastructures are much simpler and apps are hidden away in sandboxes, where they cannot access one another. While ransomware and social engineering threats are still a problem on mobile, there are more security issues to solve than malware. If you install a security app at the app level, it can easily be removed. Therefore, mobile security is stronger if installed at a deeper level, like the carrier level. AVG’s Location Labs product is tightly integrated with the four largest U.S. carriers. The product prevents teenagers from texting while driving or during school hours, from visiting harmful websites, and protects their photos from being leaked. We will be further building upon this technology and partnerships with mobile operators.

Moreover, Avast will continue working with AVG’s strong SMB business and reseller base, enabling us to support more businesses. We will incorporate the Avast channel program into AVG’s program. This will give partners access to both product sets, and to more customers. They will have more in their bag to sell, as some businesses may prefer AVG, while others may prefer Avast.

For our consumer customers, the Avast and AVG brands will remain the same, as we know some of you out there prefer one brand over the other. The underlying engine will be stronger than ever for both user groups. Overall, users will get more from our security products, as we will add features from AVG to the Avast product that we haven’t had there before, and vice versa. We are planning on introducing our first new joint antivirus product early next year.

Ultimately, we are expanding our geographic footprint. AVG has traditionally been strong in English speaking markets, including the U.S. and the U.K., while Avast has been strong in non-English speaking markets. For example, we are the number one or two consumer security provider in Russia, France, Brazil, as well as in most of Europe and Latin America. Putting the two companies together, our largest user base is now in the U.S., with over 58 million users. The combination of both companies will make us stronger, allow us to weather geographical economic ups and downs, and make us significantly more stable overall.

This is a very exciting time at Avast and I am thrilled to be a part of this new combined company that is more capable than ever of helping people around the world stay safe.

Forward-Looking Statements

This communication contains forward-looking information that involves substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of the federal securities laws, and involve a number of risks and uncertainties. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as “anticipate,” “estimate,” “believe,” “continue,” “could,” “intend,” “may,” “plan,” “potential,” “predict,” “should,” “will,” “expect,” “are confident that,” “objective,” “projection,” “forecast,” “goal,” “guidance,” “outlook,” “effort,” “target,” “would” or the negative of these terms or other comparable terms. There are a number of important factors that could cause actual events to differ materially from those suggested or indicated by such forward-looking statements and you should not place undue reliance on any such forward-looking statements. These factors include risks and uncertainties related to, among other things: general economic conditions and conditions affecting the industries in which Avast and AVG operate; the uncertainty of regulatory approvals; AVG’s delisting from the New York Stock Exchange and suspension of AVG‘s reporting obligations under the Exchange Act and to consummate the transactions and their plans described in this communication; and AVG’s performance and maintenance of important business relationships. Additional information regarding the factors that may cause actual results to differ materially from these forward-looking statements is available in AVG’s filings with the U.S. Securities and Exchange Commission, including AVG’s Annual Report on Form 20-F for the year ended December 31, 2015. These forward-looking statements speak only as of the date of this release and neither Avast nor AVG assumes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events and developments or otherwise, except as required by law.

Additional Information and Where to Find It

This communication does not constitute an offer to purchase or a solicitation of an offer to sell any securities of AVG. The solicitation and offer to purchase ordinary shares of AVG is being made pursuant to a tender offer statement on Schedule TO, including an Offer to Purchase, a related letter of transmittal and certain other tender offer documents, filed by Avast with the SEC on July 29, 2016 (as subsequently amended, the “Tender Offer Statement”). AVG filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer with the SEC on July 29, 2016 (as subsequently amended, the “Solicitation/Recommendation Statement”). AVG shareholders are urged to read the Tender Offer Statement and Solicitation/Recommendation Statement, as they may be amended from time to time, as well as any other relevant documents filed with the SEC, carefully and in their entirety because they will contain important information that AVG shareholders should consider before making any decision regarding tendering their securities. The Tender Offer Statement and the Solicitation/Recommendation Statement are available for free at the SEC’s website at www.sec.gov. Copies of the documents filed with the SEC by AVG will be available free of charge on AVG’s website at investors.avg.com.