This Amendment No. 4 (this “Amendment”) to Schedule
14D-9
amends and supplements the Solicitation/Recommendation Statement on Schedule
14D-9
(as amended or supplemented from time to time, the “Schedule
14D-9”)
previously filed by ConvergeOne Holdings, Inc., a Delaware corporation (“ConvergeOne”), with the Securities and Exchange Commission on November 21, 2018, relating to a tender offer (the
“Offer”) by PVKG Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of PVKG Intermediate Holdings Inc., a Delaware corporation, to acquire all of the outstanding shares of common stock of ConvergeOne, $0.0001 par value
per share (the “Shares”), for $12.50 per Share, to be paid to the holder in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated
November 21, 2018, and the related Letter of Transmittal, each of which is contained in the Tender Offer Statement on Schedule TO, dated November 21, 2018, and may be amended or supplemented from time to time.
Except as otherwise set forth below, the information set forth in the
Schedule 14D-9
remains
unchanged and is incorporated by reference as relevant to the items in this Amendment. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Schedule
14D-9.
This
Amendment is being filed to reflect certain disclosures as set forth below.
Item 8. Additional Information.
Item 8 of the Schedule
14D-9
is hereby amended by adding a new section entitled “Final
Results of the Offer” immediately following the section entitled “Extension of the Offer Period” as follows:
“
Final Results of the Offer
The Offer expired at 5:00 p.m., Eastern Time, on January 3, 2019 (the “Expiration Time”). As of the Expiration Time, (i) a total of
73,678,798 Shares (not including Shares tendered by notice of guaranteed delivery) had been validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 97.48% of outstanding Shares, and (ii) notices of guaranteed
delivery had been delivered for 1,141,079 Shares, representing approximately 1.5% of outstanding Shares. The number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the minimum tender condition to the Offer, and
all other conditions to the Offer were satisfied. Purchaser accepted for payment and exchange all such Shares validly tendered and not validly withdrawn.
Following the consummation of the Offer, on January 4, 2019, PVKG and Purchaser completed the acquisition of ConvergeOne through the
Merger in accordance with Section 251(h) of the DGCL. Following the Merger, all Shares will be delisted from the Nasdaq Global Market and deregistered under the Exchange Act.
The joint press release issued by CVC Capital Partners and ConvergeOne announcing the completion of the Offer and the closing of the Merger is
filed as Exhibit (a)(5)(D) to the Schedule TO and is incorporated herein by reference.”