- Amended Statement of Ownership: Solicitation (SC 14D9/A)
22 November 2011 - 12:46AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9/A
Solicitation/Recommendation Statement under Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 2)
BigBand Networks, Inc.
(Name of Subject Company)
BigBand Networks, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
089750509
(CUSIP Number of Class of Securities)
Rob Horton
Sr. Vice President & General Counsel
BigBand Networks, Inc.
475 Broadway Street
Redwood City, California 94063
(650) 995-5000
(Name, address and telephone number of person
authorized to receive notices and communications on
behalf of the person(s) filing statement)
With copies
to:
Larry W. Sonsini, Esq.
Michael S. Ringler, Esq.
Denny Kwon, Esq.
Wilson Sonsini Goodrich & Rosati
650 Page Mill Road
Palo Alto, California 94304
(650) 493-9300
¨
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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This Amendment No. 2 amends and supplements the Solicitation/Recommendation Statement
on Schedule 14D-9 initially filed with the Securities and Exchange Commission (the SEC) on October 21, 2011, as amended by Amendment No. 1 thereto filed with the SEC on November 14, 2011 (as the same may further be amended
or supplemented from time to time, the
Schedule 14D-9
) by BigBand Networks, Inc., a Delaware corporation (the
Company
), relating to the offer (the
Offer
) by Amsterdam Acquisition Sub, Inc., a
Delaware corporation (
Purchaser
) and a wholly owned subsidiary of ARRIS Group, Inc., a Delaware corporation (
Parent
), as set forth in a Tender Offer Statement filed by Parent and Purchaser on Schedule TO, dated
October 21, 2011, as amended by Amendment No. 1 thereto filed with the SEC on November 14, 2011 (as the same may further be amended or supplemented from time to time, the
Schedule TO
), to purchase all outstanding
shares of common stock, par value $0.001 per share (the
Shares
) of the Company, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 21, 2011 and in the related Letter of Transmittal,
copies of which are filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B). Any capitalized term used and not otherwise defined herein shall have the meaning ascribed to such term in the Schedule 14D-9.
All information in the Schedule 14D-9 is incorporated into this Amendment No. 2 by reference, except that such information is
hereby amended to the extent specifically provided herein.
This Amendment No. 2 is being filed to reflect certain
updates as reflected below.
Item 8.
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Additional Information.
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Item 8 is hereby further amended and supplemented by including the following at the end thereof:
The initial offering period expired at 12:00 midnight, New York City time, on Friday, November 18, 2011. Upon expiration of the
Offer, Purchaser accepted for payment in accordance with the terms of the Offer all Shares that were validly tendered and not withdrawn prior to expiration of the Offer (including all Shares delivered through notices of guaranteed delivery), and
payment for such Shares will be made promptly, in accordance with the terms of the Offer. The Depositary for the Offer has advised Parent and Purchaser that, as of the expiration of the Offer, a total of approximately 67,103,577 Shares were validly
tendered to Purchaser and not withdrawn (including 728,324 Shares delivered through notices of guaranteed delivery), representing approximately 92.5% of the Shares outstanding.
Pursuant to the terms of the Merger Agreement, Parent intends to effect a short-form merger of Purchaser with and into the Company on
November 21, 2011, without the need for a vote or meeting of the Companys stockholders. Upon the effectiveness of the Merger, each outstanding Share not purchased in the Offer (other than Shares owned by Parent, Purchaser or the Company
or any wholly owned subsidiary of Parent, Purchaser or the Company, or the Shares that are held by stockholders, if any, who have properly and validly perfected their rights of appraisal under the Delaware General Corporation Law) will be, by virtue
of the Merger, and without action by the holder thereof, canceled and converted into the right to receive an amount in cash equal to $2.24 per Share without interest and less any required withholding taxes. As a result of the Merger, the Company
will be a wholly owned subsidiary of Parent.
On November 21, 2011, Parent issued a press release, which is filed as
Exhibit (a)(5)(D) hereto and incorporated herein by reference, announcing the results of the Offer and its intention to complete the acquisition of the Company.
Item 9 of
the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:
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Exhibit
Number
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Description
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(a)(5)(D)
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Text of press release issued by ARRIS Group, Inc. on November 21, 2011 (incorporated by reference to Amendment No. 2 to Schedule TO filed by Parent and Purchaser on
November 21, 2011)
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.
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BIGBAND NETWORKS, INC.
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By:
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/s/ Amir Bassan-Eskenazi
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Amir Bassan-Eskenazi
President and Chief Executive Officer
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Dated: November 21, 2011
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