This Amendment No. 3 (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.
Items 1 through 9 and 11.
Items 1 through 9 and 11 of the Schedule TO are hereby amended and supplemented by adding the following text:
“Final Results of the Offer
The Offer and
withdrawal rights expired at the end of the day, one minute after 11:59 p.m., Eastern Time, on Friday, August 14, 2020. The Depositary has indicated that a total of 40,108,573 Shares were validly tendered and not validly withdrawn pursuant to
the Offer as of the Expiration Date, representing approximately 80.6% of the outstanding Shares. In addition, Notices of Guaranteed Delivery have been delivered for 3,756,803 Shares, representing approximately 7.6% of the outstanding Shares. The
number of Shares tendered (excluding Shares delivered pursuant to Notices of Guaranteed Delivery for which certificates were not yet delivered) satisfies the Minimum Condition, and all Shares that were validly tendered and not validly withdrawn
pursuant to the Offer have been accepted for payment by Purchaser. Purchaser will promptly pay for all such Shares in accordance with the terms of the Offer.
Parent intends to complete its acquisition of Forescout on August 17, 2020 through the merger of Purchaser with and into Forescout in accordance with
Section 251(h) of the DGCL, with Forescout surviving as a wholly-owned indirect subsidiary of Parent. Pursuant to the Amended Merger Agreement, at the Effective Time, each Share outstanding immediately prior to the Effective Time (other than
Shares: (1) held by Forescout as treasury stock; (2) owned by Parent or Purchaser; (3) owned by any direct or indirect wholly-owned subsidiary of Parent or Purchaser; or (4) held by Forescout stockholders who have properly and
validly exercised, and not withdrawn or otherwise lost, their appraisal rights under Section 262 of the DGCL) will be converted into the right to receive $29.00 per Share, without interest and subject to any applicable withholding taxes, net to
the seller in cash (which is the same amount as the Offer Price).
A copy of the joint press release issued by Forescout and Advent International
Corporation on August 17, 2020, announcing the expiration, the results and the successful completion of the Offer is attached hereto as Exhibit (a)(1)(I).”
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(1)(I) Joint Press Release issued by Forescout and Advent International Corporation on August 17, 2020.