Written Communication by the Subject Company Relating to a Third Party Tender Offer (sc14d9c)
06 Novembro 2018 - 8:52PM
Edgar (US Regulatory)
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
ConvergeOne Holdings, Inc.
(Name of Subject Company)
ConvergeOne
Holdings, Inc.
(Name of Person Filing Statement)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
212481113
(CUSIP Number of Class of Securities)
John A.
McKenna, Jr.
President and Chief Executive Officer,
and Chairman of the Board
ConvergeOne Holdings, Inc.
3344 Highway 149
Eagan,
MN 55121
(888)
321-6227
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
on Behalf of the Person Filing Statement)
With
copies to:
Mehdi Khodadad, Esq.
John T. McKenna, Esq.
Cooley LLP
3175 Hanover
Street
Palo Alto, California 94304
(650)
843-5000
☒
|
|
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender
offer.
|
On November 6, 2018, ConvergeOne Holdings, Inc., a Delaware corporation
(
ConvergeOne
), and CVC Capital Partners (
CVC
) announced the execution of an Agreement and Plan of Merger (the
Merger Agreement
). Pursuant to the Merger Agreement, PVKG
Merger Sub, Inc., a Delaware corporation (
Purchaser
), and PVKG Intermediate Holdings Inc. (
Parent
) will commence a tender offer (the
Offer
) to purchase all of the issued
and outstanding shares of common stock of ConvergeOne for $12.50 per share in cash. If successful, the Offer will be followed by a merger of Purchaser with and into ConvergeOne (the
Merger
).
This Schedule
14D-9
filing consists of the following documents relating to the proposed Offer and
Merger:
|
(i)
|
ConvergeOne Employee Frequently Asked Questions, first used on November 6, 2018;
|
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(ii)
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Form of email sent to customers, first used on November 6, 2018;
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(iii)
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Form of email sent to partners, first used on November 6, 2018;
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(iv)
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Email to employees of ConvergeOne, dated as of November 6, 2018; and
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(v)
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Transaction talking points, first used on November 6, 2018.
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2.
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