Amended Statement of Ownership: Solicitation (sc 14d9/a)
10 April 2017 - 8:14PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9
(Rule 14d-101)
(Amendment No. 5)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
NIMBLE STORAGE, INC.
(Name of Subject Company)
NIMBLE
STORAGE, INC.
(Name of Person Filing Statement)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
65440R101
(CUSIP Number
of Class of Securities)
Suresh Vasudevan
Chief Executive Officer
Nimble Storage, Inc.
211
River Oaks Parkway
San Jose, California 95134
(408) 432-9600
(Name,
address and telephone number of person authorized to receive
notices and communications on behalf of the persons filing statement)
With copies to:
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Gordon K. Davidson, Esq.
Lynda M. Twomey, Esq.
Fenwick & West LLP
801 California Street
Mountain View, CA 94041
(650) 988-8500
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Aparna Bawa, Esq.
Vice President, General Counsel and Secretary
Nimble Storage, Inc.
211
River Oaks Parkway
San Jose, California 95134
(408) 432-9600
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☐
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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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Introduction
This Amendment No. 5 (the
Amendment No. 5
) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as
amended, the
Schedule 14D-9
) originally filed with the Securities and Exchange Commission (the
SEC
) on March 17, 2017 by Nimble Storage, Inc., a Delaware corporation (
Nimble Storage
), in
connection with the tender offer by Nebraska Merger Sub, Inc. (
Merger Sub
), a Delaware corporation and wholly owned subsidiary of Hewlett Packard Enterprise Company (
Parent
), a Delaware corporation, to purchase
all of the issued and outstanding shares of Nimble Storage common stock, par value $0.001 per share (each, a
Share
) at a purchase price of $12.50 per Share, net to the seller in cash, without interest thereon, and less any
applicable withholding taxes, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of March 6, 2017, by and among Nimble Storage, Parent and Merger Sub and the Offer to Purchase, dated
March 17, 2017 (as may be amended or supplemented from time to time, the
Offer to Purchase
), and in the related Letter of Transmittal (as may be amended or supplemented from time to time, the
Letter of
Transmittal
, 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 Offer is described in a Tender Offer Statement on
Schedule TO, filed by Merger Sub with the SEC on March 17, 2017. The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively, and are incorporated therein by reference.
Except as otherwise set forth below, the information in the Schedule 14D-9 remains unchanged and is incorporated by reference as relevant to the items in this
Amendment No. 5. Capitalized terms used but not defined herein have the meaning ascribed to them in the Schedule 14D-9. This Amendment No. 5 is being filed to reflect certain updates described below.
Item 8.
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Additional Information.
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1.
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The section entitled Regulatory ApprovalsU.S. Antitrust Laws under Item 8 of the Schedule 14D-9 is hereby amended and supplemented by deleting the second and third paragraphs thereof and replacing
them in their entirety with the following:
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Under the HSR Act, Merger Subs purchase of Shares in the Offer may not be completed
until the expiration of a 15 calendar day waiting period following the filing by Parent, on behalf of Merger Sub, of a Premerger Notification and Report Form concerning the Offer with the FTC and the Antitrust Division, unless the waiting period is
earlier terminated. At 11:59 p.m., New York City time, on April 7, 2017, the required 15 calendar day waiting period under the HSR Act applicable to the Offer expired.
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2.
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The section entitled Regulatory ApprovalsGerman Merger Control Approval under Item 8 of the Schedule 14D-9 is hereby amended and supplemented by deleting the last sentence thereof and replacing it
in its entirety with the following:
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On April 4, 2017, the waiting period required for approval of the Offer by the FCO was
terminated by the FCO.
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3.
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The section entitled Regulatory ApprovalsAustrian Antitrust Laws under Item 8 of the Schedule 14D-9 is hereby amended and supplemented by deleting the last sentence thereof and replacing it in its
entirety with the following:
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On April 7, 2017, the waiting period required for approval of the Offer by the FCA expired.
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.
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Nimble Storage, Inc.
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Date: April 10, 2017
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By:
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/s/ Anup Singh
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Anup Singh
Chief Financial
Officer
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