Amended Statement of Ownership: Solicitation (sc 14d9/a)
July 31 2017 - 4:07PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14D-9/A
(Amendment No. 3)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the Securities Exchange Act of 1934
NCI, INC.
(Name of
Subject Company)
NCI, INC.
(Name of
Person(s) Filing Statement)
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Class A Common Stock,
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Class B Common Stock,
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$0.019 par value per share
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$0.019 par value per share
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(Title or Class of Securities)
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(Title or Class of Securities)
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62886K104
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None
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(CUSIP Number of Class of Securities)
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(CUSIP Number of Class of Securities)
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Michele R. Cappello
General Counsel and Corporate Secretary
NCI, Inc.
11730 Plaza
America Drive
Reston, VA 20190-4764
(703)
707-6900
(Name, address and telephone number of person authorized to receive notices and communications
on behalf of the person(s) filing statement)
With Copies to:
Deyan Spiridonov, Esq.
Paul Hastings LLP
4747
Executive Drive, Twelfth Floor
San Diego, California 92121
(858)
458-3000
☐
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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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This Amendment No. 3 amends and supplements Items 8 and 9 in the Solicitation/Recommendation
Statement on Schedule
14D-9
filed on July 17, 2017 with the Securities and Exchange Commission by NCI, Inc., a Delaware corporation (
NCI
or the
Company
), relating to
the tender offer made by Cloud Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Cloud Intermediate Holdings, LLC, a Delaware limited liability company, to acquire all of the outstanding shares of NCIs Class A
common stock, par value $0.019 per share (the
Class
A Shares
), and NCIs Class B common stock, par value $0.019 per share (the
Class
B Shares
, together with the
Class A Shares, the
Shares
), at a price of $20.00 per Share, without interest, and subject to deduction for any required withholding of taxes, on the terms and subject to the conditions set forth in the Offer to Purchase for
Cash, dated July 17, 2017, and the related Letter of Transmittal.
This Amendment is being filed to reflect certain updates as set
forth below. Except as otherwise indicated, the information set forth in the original Schedule
14D-9,
which is incorporated herein by reference, remains unchanged. Capitalized terms used and not defined herein
have the meanings assigned to such terms in the Schedule
14D-9.
Item 8. Additional Information
Item 8 under the heading Regulatory Approvals is hereby amended and supplemented by replacing such section in its entirety as
follows:
The Offer is conditioned upon, among other things, satisfaction of the condition that the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the
HSR Act
) shall have expired or been terminated, with respect to the Offer. Under the HSR Act and the rules promulgated thereunder, the purchase of the Shares
pursuant to the Offer may be consummated following the expiration of a
15-day
waiting period following the filing of Notification and Report Forms by Parent and NCI with the Premerger Notification Office of
the United States Federal Trade Commission (the
FTC
) and the Antitrust Division of the Department of Justice (
Antitrust Division
), unless (i) the FTC or the Antitrust Division issues a request for
additional information and documentary material, in which case the waiting period expires 10 days after the date when the parties have substantially complied with such request, or (ii) early termination of the waiting period is granted.
NCI and Parent each filed a Premerger Notification Report Form under the HSR Act with the FTC and the Antitrust Division in connection with
the purchase of the Shares in the Offer on July 17, 2017. The request for early termination of the waiting period was granted effective on July 27, 2017. Accordingly, the condition to the Offer requiring that any applicable waiting period
under the HSR Act shall have expired or been terminated has been satisfied. Except as set forth in this Schedule
14D-9,
the Offer continues to be subject to the remaining conditions set forth in the Offer to
Purchase.
Even though the requisite waiting period under the HSR Act has been terminated, at any time before or after the consummation of
any such transactions, the Antitrust Division or the FTC could take any action under the antitrust laws of the United States as it deems necessary or desirable in the public interest, including seeking to enjoin the purchase of the Shares pursuant
to the Offer or seeking disposition of the Shares so acquired or divestiture of substantial assets of Parent, Purchaser and or NCI or any of their respective subsidiaries or affiliates. Private parties (including individual States of the United
States) may also bring legal actions under the antitrust laws of the United States. Neither NCI nor Parent is aware of any foreign antitrust filings or approvals of foreign government agencies that are necessary for Parents or Purchasers
acquisition or ownership of the Shares. NCI does not believe that the consummation of the Offer will result in a violation of any applicable antitrust laws. However, there can be no assurance that a challenge to the Offer on antitrust grounds will
not be made, or if such a challenge is made, what the result would be.
Item 9. Exhibits
Item 9 is hereby amended and supplemented as follows:
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Exhibit No.
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Description
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(a)(5)(H)
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Press Release, dated July 31, 2017.
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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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Dated: July 31, 2017
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NCI, Inc.
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By:
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/s/ Paul A. Dillahay
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Name:
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Paul A. Dillahay
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Title:
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Chief Executive Officer and President
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