UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(RULE 14d-100)
Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2)
QUMU CORPORATION
(Name of Subject Company)
COSMOS MERGER
SUB, INC.
(Offeror)
ENGHOUSE
INTERACTIVE, INC.
(Parent of Offeror)
ENGHOUSE SYSTEMS LIMITED
(Indirect and Ultimate Parent
of Offeror)
(Names of Filing Persons)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
749063103
(Cusip Number of Class of Securities)
General Counsel
Enghouse Systems Limited
Suite 800, 80 Tiverton Court
Markham, Ontario, Canada, L3R 0G4
(905) 946-3200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
With a copy to:
Christopher J. Cummings
Ian M. Hazlett
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, N.Y. 10019-6064
(212) 373-3000
| ☒ | Check 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: 1,902.70 |
Filing Party: Enghouse Systems Limited |
Form or Registration No.: Schedule TO |
Date Filed: January 6, 2023 |
| ☐ | 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. 2 (this “Amendment”)
amends and supplements the Tender Offer Statement on Schedule TO filed by Enghouse Systems Limited, an Ontario corporation (“Enghouse”),
and Cosmos Merger Sub, Inc. (“Purchaser”), a Minnesota corporation and an indirect wholly owned subsidiary of Enghouse, with
the Securities and Exchange Commission on January 6, 2023, as amended January 20, 2023 (the “Schedule TO”). The Schedule TO
relates to the offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the
“Shares”), of Qumu Corporation, a Minnesota corporation (“Qumu”), at a price of $0.90 per Share, in cash, without
interest, less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
January 6, 2023 (the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”),
copies of which are attached to the Schedule TO as Exhibits (a)(1)(i) and (a)(1)(ii), respectively (which, together with any amendments
or supplements thereto, collectively constitute the “Offer”). Capitalized terms used but not defined herein have the meanings
ascribed to them in the Schedule TO.
This Amendment is being filed to amend and supplement
Items 1 through 9 and Item 11 as reflected below. Except as otherwise set forth in this Amendment, the information set forth in the Schedule
TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment.
Items 1 through 9; and Item 11.
Items 1 through 9 and Item 11 of the Schedule
TO are hereby amended and supplemented as follows:
At one minute following 11:59 p.m. (12:00 midnight), New York City
time, on Monday, February 6, 2023 (the “Expiration Time”), the Offer and related withdrawal rights expired as scheduled
and was not extended. Purchaser was advised by the Depositary, that, as of the Expiration Time, a total of 13,934,904 Shares were
validly tendered and “received” within the meaning of MBCA Section 302A.613(4), representing approximately 77.7% of the
Shares outstanding at such time.
The number of Shares tendered pursuant to the Offer satisfies the Minimum
Condition. All conditions to the Offer having been satisfied, Purchaser has accepted for payment, and has stated it will pay for all such
Shares as promptly as practicable after the Expiration Time in accordance with the terms of the Offer.
Following expiration of the Offer and acceptance for payment of the Shares,
Purchaser had ownership sufficient to effect the Merger under Section 302A.613(4) of the MBCA, without a vote of shareholders of Qumu.
Accordingly, Qumu and Purchaser expect to consummate the Merger on February 8, 2023 pursuant to Section 302A.613(4) of the MBCA.
As a result of the Merger as described in the Merger Agreement, at
the Effective Time, each Share then outstanding (other than any Shares (i) owned by Qumu as treasury stock, (ii) owned by Purchaser
or Enghouse (or their respective wholly-owned subsidiaries) or that were irrevocably accepted for purchase by Purchaser in the
Offer, or (iii) held by Qumu shareholders who properly asserted dissenters’ rights to obtain payment for the fair value of
their Shares and who did not lose or withdraw their dissenters’ rights under the MBCA) will be converted into the right to
receive $0.90 per Share in cash, without interest, less any applicable withholding taxes, which is the same amount per Share paid in
the Offer. Following the Merger, all Shares will be delisted from the Nasdaq Stock Market and deregistered under the Exchange
Act.
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.
Dated: February 7, 2023
|
ENGHOUSE INTERACTIVE, INC. |
| By: | /s/ Stephen J. Sadler
Name: Stephen J. Sadler
Title: Director |
|
COSMOS MERGER SUB, INC. |
| By: | /s/ Stephen J. Sadler
Name: Stephen J. Sadler
Title: Director & Chief Executive Officer |
| ENGHOUSE SYSTEMS LIMITED |
| By: | /s/ Stephen J. Sadler
Name: Stephen J. Sadler
Title: Chief Executive Officer, Director and Chairman of the Board |
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