Infoblox Inc and Vista Equity Partners (“Vista”) today announced that Vista’s affiliate, India Merger Sub, Inc., has commenced the previously-announced tender offer for all of the outstanding shares of common stock of the Company at a price of $26.50 per share, net to the seller in cash without interest.
On September 19, 2016, Infoblox and Vista announced that the Company and affiliates of Vista had entered into a definitive merger agreement pursuant to which the tender offer would be made. Infoblox’s Board of Directors unanimously approved the merger agreement and the transactions contemplated thereby, including the tender offer and the merger, and recommends that Infoblox’s stockholders tender their shares in the tender offer.
India Merger Sub, Inc. and its parent company, Delta Holdco, LLC, are affiliated with Vista. Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of certain conditions, the Company will merge with India Merger Sub, Inc., with Infoblox continuing as the surviving corporation (the “Surviving Corporation”), under Section 251(h) of the Delaware General Corporation Law, without any action by any other stockholder of the Company. All outstanding shares of Infoblox’s common stock (other than shares owned by Delta Holdco, LLC, India Merger Sub, Inc. or the Company, any wholly-owned subsidiary of Delta Holdco, LLC, India Merger Sub, Inc. or the Company, or by any stockholder of the Company who or which is entitled to and properly demands and perfects appraisal of such shares pursuant to, and complies in all respects with, the applicable provisions of Delaware law) will be automatically cancelled and converted in the merger into the right to receive cash equal to the $26.50 offer price per share, without interest.
Delta Holdco, LLC and India Merger Sub, Inc. are filing with the Securities and Exchange Commission (the “SEC”) today a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms and conditions of the tender offer. Additionally, the Company is filing with the SEC a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of Infoblox’s Board of Directors that the Company’s stockholders accept the tender offer and tender their shares into the tender offer.
The completion of the tender offer is conditioned upon, among other things, satisfaction of a minimum tender condition, expiration or termination of any waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 and the applicable antitrust laws of Germany, the receipt of funding under Vista’s debt financing agreements (or irrevocable confirmation by lenders of the availability thereof) and other customary closing conditions. The tender offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City time, at the end of November 4, 2016, unless extended or earlier terminated in accordance with the terms of the merger agreement. Upon the completion of the transaction, Infoblox will become a privately held company.