This Amendment No. 4 (this “Amendment”) amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (as amended or supplemented from time to time, this “Schedule 14D-9”) filed by Carbonite, Inc.
(“Carbonite”) with the Securities and Exchange Commission (the “SEC”) on November 25, 2019, relating to the tender offer by Coral Merger Sub Inc., a Delaware corporation (“Merger Sub”) and
wholly owned subsidiary of Open Text Corporation, a corporation incorporated under the federal laws of Canada (“OpenText”), to purchase all of the issued and outstanding shares of common stock of Carbonite, par value $0.01 per share
(the “Shares”), other than Shares to be converted or cancelled pursuant to the Agreement and Plan of Merger, dated as of November 10, 2019, among Carbonite, OpenText and Merger Sub, for a purchase 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, filed by OpenText and Merger Sub with the SEC on November 25, 2019, as amended or supplemented
from time to time, and in the related Letter of Transmittal, filed by OpenText and Merger Sub with the SEC on November 25, 2019, as amended or supplemented from time to time.
Except to the extent specifically provided in this Amendment, the information set forth in this Schedule 14D-9 remains unchanged. Capitalized terms used,
but not otherwise defined, in this Amendment shall have the meanings ascribed to them in this Schedule 14D-9. This Amendment is being filed to reflect certain updates as reflected below.
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ITEM 8.
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ADDITIONAL INFORMATION
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Item 8 of this Schedule 14D-9 is hereby amended and supplemented as follows.
The paragraph under the heading “—Legal Proceedings” on page 45 of this Schedule 14D-9 is
deleted and replaced with the following paragraph:
On December 5, 2019, a purported stockholder of Carbonite filed a putative class action lawsuit
against Carbonite, its directors, OpenText and Merger Sub in the United States District Court for the District of Delaware, captioned Jordan Rosenblatt v. Carbonite, Inc., et al., Case No. 1:19-cv-02234. On December 10, 2019, another purported stockholder of Carbonite filed a lawsuit against Carbonite, its directors, OpenText and Merger Sub in the United States District Court for the
District of Delaware, captioned Shiva Stein v. Carbonite, Inc., et al., Case No. 1:19-cv-02247. The complaints allege that, among other things, the defendants
violated Sections 14(d), 14(e) and Section 20(a) of the Exchange Act and SEC Rule 14d-9 by omitting or misrepresenting certain allegedly material information in the Schedule
14D-9. The complaints seek, among other things, (i) injunctive relief preventing the consummation of the Transactions, (ii) rescissory damages or rescission in the event the Transactions are
consummated and (iii) plaintiffs’ attorneys’ and experts’ fees. The defendants believe the claims asserted in the complaints are without merit.