This Amendment No. 5 (this “Amendment”) amends and supplements the
Tender Offer Statement on Schedule TO (as amended and together with any subsequent amendments and supplements thereto, the “Schedule TO”), filed with the Securities and Exchange Commission (“SEC”) on
September 6, 2019, by Calistoga Merger Corp. (“Purchaser”), a Delaware corporation and a wholly owned subsidiary of VMware, Inc. (“Parent”), a Delaware corporation. The Schedule TO relates to the tender offer
by Purchaser for all of the outstanding shares of common stock, par value $0.001 per share (“Shares”), of Carbon Black, Inc. (“Carbon Black”), at a price of $26.00 per Share, without interest, net to the seller in
cash, and subject to any required withholding of taxes, upon the terms and subject to the conditions set forth in the offer to purchase, dated September 6, 2019 (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), and which, together with the Offer to Purchase and other related materials, as each may be amended
or supplemented from time to time, constitutes the “Offer”).
The information set forth in the Offer to Purchase,
including Schedule I thereto, is incorporated by reference to the extent stated herein in response to Items 1 through 9 and Item 11 of the Schedule TO, and is supplemented by the information specifically provided in this Amendment.
Capitalized terms used and not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Offer to Purchase or
in the Schedule TO.
Amendments to the Offer to Purchase
Items 1 through 9 and Item 11.
The
information set forth in the Offer to Purchase and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such Items incorporate by reference the information contained in the Offer to Purchase, is hereby amended and supplemented as follows:
“The Offer and withdrawal rights expired as scheduled at 5:00 p.m., New York City Time, on Monday, October 7, 2019 and were not
extended. The Depositary has indicated that a total of 64,173,721 Shares have been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 85.1% of the outstanding Shares. In addition, Notices of Guaranteed
Delivery have been delivered with respect to 518,890 Shares, representing approximately .68% of the outstanding Shares. The number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfies the Minimum Condition. All
conditions to the Offer having been satisfied or waived, Purchaser has irrevocably accepted for payment and will promptly pay for all such Shares in accordance with the Offer.
As a result of its acceptance of the Shares tendered in the Offer, Purchaser acquired a sufficient number of Shares to complete the Merger
without a vote of the stockholders of Carbon Black pursuant to Section 251(h) of the DGCL. Accordingly, Parent and Purchaser expect to consummate the Merger on October 8, 2019 pursuant to Section 251(h) of the DGCL. Pursuant to the
Merger Agreement, in the Merger, each Share that is issued and outstanding immediately prior to the Effective Time (other than shares held in the treasury of Carbon Black and any shares owned by Purchaser or irrevocably accepted for purchase by
Purchaser in the Offer and shares held by any Carbon Black stockholder who has validly exercised its appraisal rights under the DGCL) will be converted automatically into the right to receive $26.00 in cash, without interest and 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 NASDAQ and deregistered under the Exchange Act.
On October 8, 2019, Parent issued a press release relating to the expiration and results of the Offer. The full text of the press release
is attached as Exhibit (a)(5)(T) hereto.”
Item 12.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
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Exhibit No.
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Description
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(a)(5)(T)
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Joint Press Release issued by VMware, Inc. and Carbon Black, Inc., dated October 8, 2019.
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