This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on
Schedule TO filed 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, with the U.S. Securities and Exchange Commission on
July 20, 2020 (the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.001 per share (“Shares”), of Forescout Technologies, Inc., a
Delaware corporation, 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, 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 hereby
incorporated by reference herein in response to Items 1 through 9 and Item 11 of the Schedule TO, and is supplemented by the information provided in this Amendment. Capitalized terms used and not otherwise defined in this Amendment have the meanings
set forth in the Offer to Purchase.
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 in the Offer to Purchase, is hereby
amended and supplemented as set forth below.
The information set forth under the heading “Certain Litigation Matters” in “Section 16
— Certain Legal Matters; Regulatory Approvals; Litigation” is hereby amended and supplemented by replacing the 5th and 6th paragraphs
under such heading with the following new paragraphs:
“Sayce v. Forescout Technologies, Inc. On January 2, 2020, Christopher L. Sayce
filed a class action lawsuit (the “Sayce action”) in the Northern District of California alleging that Forescout, Michael DeCesare and Christopher Harms violated Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder. The purported class includes all persons who purchased or acquired Forescout securities between February 7, 2019 and October 9, 2019. The lead plaintiff filed an amended
complaint on May 22, 2020. The amended complaint purports to bring claims on behalf of a class of purchasers of Forescout securities during the period from February 7, 2019 through May 15, 2020. On July 6, 2020, the defendants
filed a motion to dismiss the amended complaint.
United States District Court January and June Stockholder Class Action
Litigation. On June 10, 2020, a putative stockholder class action complaint (the “Arbitrage Fund action”) was filed in the Northern District of California by The Arbitrage Fund, Water Island LevArb Fund, L.P., Water Island
Diversified Event-Driven Fund, Water Island Merger Arbitrage Institutional Comingled Master Fund LP and AltShares Merger Arbitrage ETF alleging that Forescout, Michael DeCesare and Christopher Harms violated Sections 10(b) and 20(a) of the Exchange
Act and Rule 10b-5 promulgated thereunder. The purported class includes all persons who purchased or acquired Forescout securities between February 6, 2020 and May 15, 2020, and generally alleges
that the defendants made false and misleading statements and/or omitted material facts concerning Forescout’s financial performance and the risk that the acquisition of Forescout by Advent would not close. On June 17, 2020, the Court
granted an administrative motion to relate the Arbitrage Fund action and the Sayce action. On July 22, 2020, the Court entered an order consolidating the Sayce and the Arbitrage Fund actions. The Court also vacated
its prior order appointing the lead plaintiff and appointing lead counsel and ordered the former lead plaintiff to republish notice under the Private Securities Litigation Reform Act by July 31, 2020, and ordered that any member of the putative
class seeking to be appointed lead plaintiff must file a lead plaintiff motion within 60 days thereafter. The former lead plaintiff republished notice on July 29, 2020. The Court also denied as moot defendants’ pending motion to dismiss
without prejudice to refiling a motion to dismiss following the conclusion of the new lead plaintiff process.
United States District Court July and
August Stockholder Class Action Litigation. On July 31, 2020, a purported class action complaint was filed in the United States District Court, Northern District of California, by Stephen Bushansky, individually, and on
behalf of all others similarly situated, against Forescout and the Forescout Board for alleged violations of Delaware law and Section 14(e) and Section 20(a) of the Exchange Act related to the entry into the Amended Merger Agreement and
the Schedule 14D-9. The complaint seeks to (1) enjoin the consummation of the Offer; (2) cause defendants to disseminate revised disclosures; and (3) rescind the Transactions or recover damages
in the event that the Transactions are completed.