UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 11)
CONVIO, INC.
(Name of Subject Company (Issuer))
CARIBOU ACQUISITION CORPORATION
a wholly owned subsidiary of
BLACKBAUD, INC.
(Names of Filing Persons (Offerors))
Common Stock, par value $0.001 per share
(Title of Class of Securities)
21257W105
(CUSIP Number of Class of Securities)
Marc Chardon
Blackbaud, Inc.
2000 Daniel Island Drive
Charleston, South Carolina 29492
(843) 216-6200
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
Copy to:
Donald R. Reynolds, Esq.
S. Halle Vakani, Esq.
Wyrick Robbins Yates & Ponton LLP
4101 Lake Boone Trail, Suite 300
Raleigh, North Carolina 27607
Telephone: (919) 781-4000
Facsimile: (919) 781-4865
CALCULATION OF FILING FEE
Transaction Valuation* | Amount of Filing Fee** | |
$330,166,240 | $37,838 |
* | Estimated for purposes of calculating the filing fee only. Determined by multiplying the offer price of $16.00 per share by the sum of (x) the 18,940,443 shares of common stock, par value $0.001 per share (the Shares), of Convio, Inc. issued and outstanding as of April 17, 2012, and (y) the 1,694,947 Shares that are issuable on or prior to the expiration of this tender offer upon the exercise of all options and other rights to purchase Shares that are currently outstanding and exercisable as of April 17, 2012 and have a per share exercise price of $16.00 or less. |
** | The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended (the Exchange Act) and Fee Rate Advisory #3 for fiscal year 2012, issued September 29, 2011, by multiplying the transaction value by 0.0001146. |
x | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) of the Exchange Act 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: $37,838 | Filing Party: Blackbaud, Inc. | |||||
Form or Registration No.: Schedule TO | Date Filed: April 18, 2012 |
¨ | 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.
x | 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: ¨
This Amendment No. 11 amends and supplements the Tender Offer Statement on Schedule TO (the Schedule TO) originally filed with the Securities and Exchange Commission on January 25, 2012 by Blackbaud, Inc., a Delaware corporation (Parent), and Caribou Acquisition Corporation (Purchaser), a Delaware corporation and a wholly owned subsidiary of Parent, and relates to the offer by Purchaser to purchase all outstanding shares of common stock, par value $0.001 per share (the Shares), of Convio, Inc., a Delaware corporation (the Company), at a price of $16.00 per Share, net to the seller in cash, without interest thereon (subject to applicable withholding taxes), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated January 25, 2012 (the Offer to Purchase), and in the related Letter of Transmittal, (which, together with any supplements or amendments thereto, collectively constitute the Offer).
The information set forth in the Offer, including all schedules thereto, is expressly incorporated herein by reference with respect to all of the items of this Schedule TO, except as otherwise set forth below.
Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.
Item 11. | Additional Information |
Item 11 of the Schedule TO is hereby amended and supplemented by deleting the paragraph under the heading Antitrust in Section 16 Certain Legal Matters; Required Regulatory Approvals of the Offer to Purchase and replacing it with the following paragraph:
The transactions contemplated by the Merger Agreement are subject to compliance with the notification filing requirements under the HSR Act and the rules and regulations promulgated thereunder. Blackbaud first filed the requisite Premerger Notification and Report Form (the HSR Notification and Report) under the HSR Act with the Federal Trade Commission (the FTC) and the Department of Justice (the DOJ) on January 19, 2012. After voluntarily withdrawing its HSR Notification and Report effective February 3, 2012 to facilitate FTC and DOJ review of the Offer and the Merger, Blackbaud refiled it on February 7, 2012. On February 16, 2012, Blackbaud notified the FTC and DOJ that it would again voluntarily withdraw its HSR Notification and Report effective February 22, 2012. On April 13, 2012, Blackbaud refiled the HSR Notification and Report with the FTC and the DOJ. On April 25, 2012, the DOJ notified Blackbaud that the antitrust investigation of the Merger was closed. The waiting period applicable to the purchase of Shares pursuant to the Offer is scheduled to expire at 11:59 p.m., New York City time, on April 30, 2012, unless earlier terminated by the FTC and the DOJ.
Item 12. | Material to be Filed as Exhibits |
Item 12 of the Schedule TO is hereby amended and supplemented to include the following exhibits:
(a)(2)(T) |
Current Report on Form 8-K regarding notification of closed antitrust investigation, filed by Parent on April 26, 2012. | |
(a)(2)(U) |
Press release issued by Parent on April 26, 2012 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by Parent on April 26, 2012). | |
(a)(2)(V) |
E-mail sent to Parents employees by Mr. Chardon, President and CEO, on April 26, 2012. |
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: April 26, 2012
CARIBOU ACQUISITION CORPORATION | ||
By: | /s/ Anthony W. Boor | |
Name: | Anthony W. Boor | |
Title: | Chief Financial Officer and Treasurer | |
BLACKBAUD, INC. | ||
By: | /s/ Anthony W. Boor | |
Name: | Anthony W. Boor | |
Title: | Senior Vice President and Chief Financial Officer |
Exhibit a(2)(V)
I am excited to tell you that this morning we announced [press release] the DoJ has officially closed its investigation into our proposed acquisition of Convio. This is a huge step forward and a great accomplishment by our team. I want to thank our corporate development team, led by Charlie Cumbaa and Lance Ludman, and our legal team, led by Jon Olson and Cheryl Call, for all the work they did to get us through this monumental task. We produced hundreds of thousands of documents, as well as completed several in-person testimonies. While we have been at this for just over 3 months, these inquiries can easily go on for 6 months or more. I am proud and appreciative that our team was able to accomplish this in such a short amount of time.
Here is the expected timing, as we move to close this acquisition. The HSR waiting period does not expire until Monday, and while the we might get an early termination notice, it does not change the timing of the next steps. The next major stage is when the Tender Offer closes at midnight next Wednesday. Assuming that over 90% of the shares are offered for tender, we are able to complete a short-form merger. In that case, a close at the end of next week, and a Day 1 the first day we are one company of Monday, May 7th are both possible. We will keep you updated on progress.
Please remember that while this is a huge step forward, the acquisition is not complete yet, and we cannot act as one company until it is.
Thanks for continuing to focus on our customers!
Marc
Marc E Chardon
President and Chief Executive Officer
Blackbaud, Inc.
2000 Daniel Island Drive, Charleston, SC 29492
Direct: 843.654.2000
Marc.Chardon@blackbaud.com | blackbaud.com
Forward-Looking Statements
This notification contains forward-looking statements relating to the acquisition of Convio by Blackbaud and the companies potential combined business. Those forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and actual outcomes and results could differ materially. Among other risks, there can be no guarantee that the acquisition will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the acquisition and combined business will be realized. These forward-looking statements should be evaluated together with the risk factors and uncertainties that affect Blackbauds and Convios businesses, particularly those identified in their Annual Reports on Form 10-K and other filings with the U.S. Securities and Exchange Commission, or SEC. Except as might be required by law, neither company undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
Additional Information
Blackbaud, through its wholly owned subsidiary Caribou Acquisition Corporation, launched a tender offer for all the issued and outstanding shares of Convio common stock on January 25, 2012 and has filed with the SEC a tender offer statement on Schedule TO, as amended. Investors and Convio stockholders should read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 filed by Convio with the SEC, because they contain important information. These documents are available at no charge through the SECs website at www.sec.gov, from Georgeson Inc., the information agent for the offer, toll-free at (800) 868-1391 (banks and brokers call (212) 440-9800), from Blackbaud (with respect to documents filed by Blackbaud with the SEC) by going to the Investor Relations section of Blackbauds website at www.blackbaud.com, or from Convio (with respect to documents filed by Convio with the SEC) by going to the Investor Relations section of Convios website at www.convio.com.
In addition to the offer to purchase, the related letter of transmittal and other offer documents, as well as the solicitation/recommendation statement, Blackbaud and Convio file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any of these reports, statements or other information in the EDGAR database at the SEC website, www.sec.gov, or at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.