Previously-Announced
Offer Price of $26.50 Per Share in Cash
Infoblox Inc. (NYSE:BLOX) (“Infoblox” or the “Company”) and
Vista Equity Partners (“Vista”) today announced that Vista’s
affiliate, India Merger Sub, Inc., has commenced the
previously-announced tender offer for all of the outstanding shares
of common stock of the Company at a price of $26.50 per share, net
to the seller in cash without interest.
On September 19, 2016, Infoblox and Vista announced that the
Company and affiliates of Vista had entered into a definitive
merger agreement pursuant to which the tender offer would be made.
Infoblox’s Board of Directors unanimously approved the merger
agreement and the transactions contemplated thereby, including the
tender offer and the merger, and recommends that Infoblox’s
stockholders tender their shares in the tender offer.
India Merger Sub, Inc. and its parent company, Delta Holdco,
LLC, are affiliated with Vista. Pursuant to the merger agreement,
after completion of the tender offer and the satisfaction or waiver
of certain conditions, the Company will merge with India Merger
Sub, Inc., with Infoblox continuing as the surviving corporation
(the “Surviving Corporation”), under Section 251(h) of the Delaware
General Corporation Law, without any action by any other
stockholder of the Company. All outstanding shares of Infoblox’s
common stock (other than shares owned by Delta Holdco, LLC, India
Merger Sub, Inc. or the Company, any wholly-owned subsidiary of
Delta Holdco, LLC, India Merger Sub, Inc. or the Company, or by any
stockholder of the Company who or which is entitled to and properly
demands and perfects appraisal of such shares pursuant to, and
complies in all respects with, the applicable provisions of
Delaware law) will be automatically cancelled and converted in the
merger into the right to receive cash equal to the $26.50 offer
price per share, without interest.
Delta Holdco, LLC and India Merger Sub, Inc. are filing with the
Securities and Exchange Commission (the “SEC”) today a tender
offer statement on Schedule TO, including an offer to purchase
and related letter of transmittal, setting forth in detail the
terms and conditions of the tender offer. Additionally, the Company
is filing with the SEC a solicitation/recommendation statement on
Schedule 14D-9 setting forth in detail, among other things,
the recommendation of Infoblox’s Board of Directors that the
Company’s stockholders accept the tender offer and tender their
shares into the tender offer.
The completion of the tender offer is conditioned upon, among
other things, satisfaction of a minimum tender condition,
expiration or termination of any waiting period under the
Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 and the
applicable antitrust laws of Germany, the receipt of funding under
Vista’s debt financing agreements (or irrevocable confirmation by
lenders of the availability thereof) and other customary closing
conditions. The tender offer and withdrawal rights are scheduled to
expire at 12:00 midnight, New York City time, at the end of
November 4, 2016, unless extended or earlier terminated in
accordance with the terms of the merger agreement. Upon the
completion of the transaction, Infoblox will become a privately
held company.
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 WHEN THEY BECOME AVAILABLE, 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.
Forward-Looking Statements
This press release contains forward-looking statements with
respect to the tender offer and related transactions, including the
benefits expected from the acquisition and the expected timing of
the completion of the transaction. 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20161007005313/en/
For Infoblox:Investor Contact:Renee
LyallInfoblox408-986-4748rlyall@infoblox.comorMedia Contact:Sard
Verbinnen & CoJohn Christiansen / Megan
Bouchier415-618-8750orFor Vista Equity Partners:Laurel
StrategiesAlan
Fleischmann202-413-4495mstakelin@laurelstrategies.com
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