This Amendment No. 1 (this Amendment) amends and supplements the Tender
Offer Statement on Schedule TO filed by Coral Merger Sub Inc., a Delaware corporation (Purchaser) that is a wholly-owned subsidiary of Open Text Corporation, a corporation incorporated under the federal laws of Canada
(OpenText), with the Securities and Exchange Commission on November 25, 2019 (together with this Amendment, the Schedule TO). The Schedule TO relates to the tender offer by Purchaser for all of the outstanding shares of
common stock of Carbonite, Inc., a Delaware corporation (Carbonite), par value $0.01 per share (each, a Share), at a price of $23.00 per Share, in cash, without interest, and net of applicable withholding of taxes, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated November 25, 2019 (the Offer to Purchase), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(A), and in the related letter of
transmittal (the Letter of Transmittal), a copy of which is attached to the Schedule TO as Exhibit (a)(1)(B) (and which, together with the Offer to Purchase and other related materials, as each may be amended or supplemented
form time to time, collectively constitute the Offer).
All capitalized terms used but not defined in this Amendment shall
have the meanings assigned to such terms in the Schedule TO.
The items of the Schedule TO set forth below are hereby amended and
supplemented as follows:
Item 11. Additional Information.
The Offer to Purchase and Item 11 of the Schedule TO, to the extent such Item incorporates by reference the information contained in the Offer
to Purchase, are hereby amended and supplemented as set forth below.
The subsection of Section 15 of the Offer to Purchase titled
Antitrust Compliance is amended and supplemented by adding the following at the end thereof:
On December 3, 2019,
the FTC granted early termination of the waiting period required under the HSR Act, thus ending the required waiting period with respect to the Offer and the Merger. Accordingly, the HSR Condition has now been satisfied.