This Tender Offer Statement on Schedule TO (this “Schedule TO”) relates to the tender offer by
Ferrari Merger Sub Inc., a Delaware corporation (“Purchaser”) and a wholly-owned indirect subsidiary of Ferrari Group Holdings, L.P., a Delaware limited partnership (“Parent”), for all of the outstanding shares of common stock,
par value $0.001 per share (“Shares”), of Forescout Technologies, Inc., a Delaware corporation (“Forescout”), at a price of $29.00 per Share, without interest and subject to any applicable withholding taxes, net to the seller in
cash, upon the terms and subject to the conditions set forth in the offer to purchase, dated July 20, 2020 (the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A), and in the related letter of transmittal (the
“Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B), which, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”
All the information set forth in the Offer to Purchase, including Schedule I thereto, is incorporated by reference herein in response to Items 1 through 9 and
Item 11 of this Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.
Item 1. Summary Term
Sheet.
Regulation M-A Item 1001
The
information set forth in the Offer to Purchase under the caption SUMMARY TERM SHEET is incorporated herein by reference.
Item 2.
Subject Company Information.
Regulation M-A Item 1002
(a) Name and Address. The name, address, and telephone number of the subject company’s principal executive offices are as follows:
Forescout Technologies, Inc.
190 West Tasman Drive,
San Jose, California 95134
(408)
213-3191
(b)-(c) Securities; Trading Market and Price. The information set forth in the Offer to
Purchase under the following captions is incorporated herein by reference:
INTRODUCTION
THE TENDER OFFER — Section 6 (“Price Range of Shares; Dividends”)
Item 3. Identity and Background of Filing Person.
Regulation M-A Item 1003
(a)-(c) Name and Address;
Business and Background of Entities; and Business and Background of Natural Persons. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 8
(“Certain Information Concerning Parent and Purchaser”)
SCHEDULE I — Information Relating to Parent, Purchaser and Certain Related Parties
Item 4. Terms of the Transaction.
Regulation M-A Item 1004
(a) Material Terms. The
information set forth in the Offer to Purchase is incorporated herein by reference.
Item 5. Past Contacts, Transactions, Negotiations
and Agreements.
Regulation M-A Item 1005
(a) Transactions. The information set forth in the Offer to Purchase under the following captions is incorporated herein by reference:
SUMMARY TERM SHEET
THE TENDER OFFER — Section 8
(“Certain Information Concerning Parent and Purchaser”)
THE TENDER OFFER — Section 10 (“Background of the Offer; Past Contacts or
Negotiations with Forescout”)
SCHEDULE I — Information Relating to Parent, Purchaser and Certain Related Parties