Written Communication by the Subject Company Relating to a Third Party Tender Offer (sc14d9c)
November 13 2017 - 1:13PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE
ACT OF 1934
Cyren Ltd.
(Name of Subject Company)
Cyren Ltd.
(Name of Person(s) Filing Statement)
ORDINARY SHARES, PAR VALUE NIS 0.15 PER SHARE
(Title of Class of Securities)
M26895108
(CUSIP Number of Class of Securities)
Eric Spindel
Vice President, General Counsel and Corporate
Secretary
Cyren Ltd.
1 Sapir Road
5
th
Floor, Beit Ampa
P.O. Box 4014
Herzliya 46140, Israel
+972-9-863-6899
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing
Statement)
With Copies to:
Joey T. Shabot, Esq.
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Adv. David Schapiro
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Greenberg Traurig, LLP
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Yigal Arnon & Co.
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1 Azrieli Center
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1 Azrieli Center
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132 Menachem Begin Road
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132 Menachem Begin Road
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Tel Aviv, Israel
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Tel Aviv, Israel
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+972-3-636-6005
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+972-3-608-7856
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ý
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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On November 13, 2017, Cyren Ltd. (“Cyren”) hosted a
telephonic conference call to discuss third quarter results as well as the strategic investment by an affiliate of Warburg Pincus
LLC. The following are excerpted remarks of Mr. Lior Samuelson, Cyren’s chief executive officer, with respect to the pending
tender offer. A recording of the full conference call can be accessed on the Investor Relations section of the Cyren website at
http://ir.cyren.com/.
“As I mentioned at the outset of this call, last
week we announced an investment by Warburg Pincus. As part of the investment, Warburg Pincus is entitled to designate two directors
to Cyren’s board of directors, which grows from seven to nine directors. The two directors who have been added to the board
are Cary Davis and Brian Chang, who were both instrumental in closing the deal with Cyren. We welcome Cary and Brian to the board.
In addition, Warburg Pincus announced its intention to
launch a “Special Tender Offer” in order to increase its ownership in Cyren, up to a maximum of 75% of Cyren’s
partially diluted outstanding shares. Cyren’s board of directors resolved to recommend in favor of shareholders tendering
their shares in the offer, subject to the terms of the purchase agreement between Cyren and Warburg Pincus.
The complete terms and conditions of the tender offer
will be contained in the Tender Offer Statement which Warburg Pincus will file with both the SEC and with the Israeli Securities
Authority when the offer is commenced. Upon review of the Tender Offer Statement, Cyren will file a solicitation/recommendation
statement on Schedule 14D-9. Cyren is unable to comment further on the tender offer at this time.
However, it should be noted that even upon successful
completion of the tender offer, Cyren expects to remain a publicly traded company for the foreseeable future.”
Important Information about the Tender Offer
The planned
tender offer described in this communication has not commenced. At the time the planned tender offer is commenced, a tender offer
statement on Schedule TO will be filed by Warburg Pincus with the SEC, and Cyren will file a solicitation/recommendation statement
on Schedule 14D-9, with respect to the planned tender offer. The tender offer statement (including an offer to purchase, a related
letter of transmittal and other tender offer documents) and the solicitation/recommendation statement will contain important information
that should be read carefully before making any decision to tender securities in the planned tender offer. Those materials will
be made available to Cyren
’
s shareholders at no expense to
them. In addition, all of those materials (and all other tender offer documents filed with the SEC) will be made available at no
charge on the SEC
’
s website at
www.sec.gov
.
SIGNATURE
After
due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete
and correct.
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Cyren Ltd.
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Dated: November 13, 2017
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By: /s/ J. Michael Myshrall
J. Michael Myshrall
Chief Financial Officer
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