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Websense
(the
"Company" or "Websense") and Vista Equity Partners today announced that
Tomahawk 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
$24.75 per share, net to the seller in cash without interest. Tomahawk Merger
Sub, Inc. and its parent company, Tomahawk Acquisitions, LLC, are affiliated
with Vista Equity Partners Fund IV, L.P.
On May 20, 2013, the Company and Vista Equity Partners announced that the
Company and affiliates of Vista Equity Partners had entered into a definitive
merger agreement pursuant to which the tender offer would be made. Pursuant to
the merger agreement, after completion of the tender offer and the
satisfaction or waiver of certain conditions, the Company will merge with
Tomahawk Merger Sub, Inc., and all outstanding shares of the Company's common
stock (other than shares held by Tomahawk Acquisitions, LLC, Tomahawk Merger
Sub, Inc., or the Company and shares held by the Company's stockholders who
are entitled to and properly demand and perfect appraisal of such shares
pursuant to the applicable provisions of Delaware law) will be automatically
cancelled and converted into the right to receive cash equal to the $24.75
offer price per share. In certain cases, the parties have agreed to proceed
with a one-step merger transaction if the tender offer is not completed.
After careful consideration, the board of directors of the Company has
determined that the merger agreement and the transactions contemplated
thereby, including the offer and the merger, are advisable and in the best
interests of the Company and its stockholders. Accordingly, the Board of
Directors has recommended that the Company's stockholders tender their Shares
to Purchaser pursuant to the Offer and, if required by applicable law, vote in
favor of the adoption and approval of the merger agreement.
Tomahawk Acquisitions, LLC and Tomahawk 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 of the tender offer.
Additionally, the Company will file with the SEC a solicitation/recommendation
statement on Schedule 14D-9 setting forth in detail, among other things, the
recommendation of the Company's board of directors that the Company's
stockholders tender their shares into the tender offer.
The completion of the tender offer is subject to conditions, including, among
others, the satisfaction of a minimum tender condition, the expiration or
termination of applicable waiting periods under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended and the receipt of proceeds
under executed bank commitment letters.
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