OpenText Commences Tender Offer for Carbonite

OpenText Corp. commenced its previously announced tender offer for all outstanding shares of common stock of Carbonite, Inc. at a price of $23.00 per share, through its subsidiary, Coral Merger Sub Inc. 

The tender offer is being made in connection with the agreement and plan of merger, dated as of November 10, 2019, by and among OpenText, Coral Merger Sub Inc. and Carbonite, which OpenText and Carbonite announced on November 11, 2019.

The Carbonite board of directors has unanimously determined that the tender offer is fair to, advisable and in the best interests of the company and its stockholders and unanimously recommends that the Carbonite stockholders tender their shares pursuant to the tender offer.

The tender offer is scheduled to expire at one minute after 11:59PM, Eastern time, on Monday, December 23, 2019, unless the offer is extended or earlier terminated.

Consummation of the tender offer is subject to customary conditions, including (i) the tender by Carbonite stockholders of at least one share more than 50% of the issued and outstanding shares of Carbonite (as calculated pursuant to the merger agreement) and (ii) required regulatory approvals, including the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or been terminated and the German competition authority (Bundeskartellamt) having adopted a decision to authorize, not to oppose, or not to exercise jurisdiction over, the transactions contemplated by the merger agreement under the German Act vs. Restraints of Competition. The tender offer is subject to other important conditions set forth in the offer to purchase. There is no financing condition to the tender offer.

American Stock Transfer & Trust Company, NA is acting as depositary for the tender offer.

Read also:
Carbonite Definitively Acquired by OpenText for $1.42 Billion
Nice acquisition in data protection and end-point security [with our comments]
November 12, 2019 | Press Release