This Amendment No. 3 (this Amendment) amends and supplements the Tender
Offer Statement on Schedule TO, as amended and supplemented by Amendment No. 1 filed on December 3, 2019 (Amendment No. 1) and Amendment No. 2 filed on December 6, 2019 (Amendment No. 2), 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, Amendment No. 1 and Amendment No. 2, 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
from 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
Litigation is hereby amended and supplemented by adding the following at the end thereof:
A second complaint has been
filed in the United States District Court for the District of Delaware by a putative Carbonite stockholder. The complaint was filed on December 10, 2019 and is captioned Shiva Stein v. Carbonite, Inc. et al. The complaint names as
defendants Carbonite, its directors, OpenText and Purchaser. The complaint alleges, among other things, that Carbonite and its directors violated federal securities laws by failing to disclose certain material information in the Schedule 14D-9 and that the omissions constitute violations of federal securities laws by OpenText and Purchaser. The complaint seeks, among other things, injunctive relief preventing the consummation of the Offer and the
Merger; rescission of the Offer and the Merger or an award of rescissory damages in the event they are consummated; and an award of plaintiffs expenses including reasonable attorneys and experts fees. The defendants believe that
the claims asserted in the complaint are without merit.