8/17/2023 0 Comments Varun mehta nimble storageLaw or other judgment enacted, issued, promulgated, enforced or entered by any governmental authority of competent jurisdiction, which has the effect of enjoining, restraining or otherwise Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (the HSR Act) or any competition, merger control, antitrust or similar laws or regulations of Germany orĪustria, in each case, shall have expired or otherwise been terminated or obtained, as applicable, (4) the absence of any temporary restraining order, preliminary or permanent injunction, or any Outstanding, (3) that any applicable waiting period (and any extensions thereof) and any approvals, clearances or other governmental authorizations applicable to the Offer or the consummation of the Merger (as defined below) under the ∾xpiration Time shall mean the latest time and date at which the Offer, as so extended by Merger Sub, shall expire), together with any Shares then owned by Parent or Merger Sub, equals at least one Share more than half of all Shares then Of the day, 12:00 midnight, New York City time, on Ap(the Expiration Time, unless Merger Sub shall have extended the period during which the Offer is open in accordance with the Merger Agreement, in which event Others: (1) the absence of a termination of the Merger Agreement in accordance with its terms, (2) that the number of Shares validly tendered in accordance with the terms of the Offer and not validly withdrawn immediately prior to the end The obligation of Parent to purchase the Shares validly tendered pursuant to the Offer and not validly withdrawn is subject to the satisfaction or waiver of various conditions set forth in the Merger Agreement, including, among ![]() Schedule 14D-9, respectively, and are incorporated herein by reference. The Offer to Purchase and Letter of Transmittal are filed as Exhibits (a)(1)(A) and (a)(1)(B) to this Schedule TO), filed by Merger Sub with the Securities and Exchange Commission (the SEC) on March 17, 2017. The Offer is described in a Tender Offer Statement on Schedule TO (as may be amended or supplemented from time to time, the Materials, as each may be amended or supplemented from time to time, constitutes the Offer). Offer to Purchase), and in the related Letter of Transmittal (as may be amended or supplemented from time to time, the Letter of Transmittal, which, together with the Offer to Purchase and other related To the seller in cash, without interest thereon (the Offer Price), and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Agreement and Plan of Merger, dated as of March 6,Ģ017 (as may be amended from time to time, the Merger Agreement), by and among Nimble Storage, Parent and Merger Sub and the Offer to Purchase, dated Ma(as may be amended or supplemented from time to time, the ( Merger Sub), a Delaware corporation and wholly owned subsidiary of Hewlett Packard Enterprise Company ( Parent), aĭelaware corporation, to purchase all of the issued and outstanding shares of Nimble Storage common stock, par value $0.001 per share (the Shares and each, a Share) at a purchase price of $12.50 per Share, net This Schedule 14D-9 relates to the tender offer by Nebraska Merger Sub, Inc. Subject Company InformationName and Address. The name, business address and business telephone number of Nimble Storage, which is both the person filing this Scheduleġ4D-9 and the subject company, are set forth above in the section entitled Item 1. March 10, 2017, there were 91,916,041 shares of Nimble Storage common stock issued and outstanding. (together with the exhibits and annexes hereto, as it may be amended or supplemented, this Schedule 14D-9) relates is Nimble Storages common stock, par value $0.001 per share. The title of the class of equity securities to which this Solicitation/Recommendation Statement on Schedule 14D-9 Number of Nimble Storages principal executive office is (408) 432-9600. ![]() The address of Nimble Storages principal executive office is 211 River Oaks Parkway, San Jose, California 95134. Nimble Storage, Inc., a Delaware corporation ( Nimble Storage or the Company). Section 262 of the General Corporation Law of the State of Delaware ![]() Purposes of the Transaction and Plans or Proposals Interest in Securities of the Subject Company Persons/Assets Retained, Employed, Compensated or Used Past Contacts, Transactions, Negotiations and Agreements Vice President, General Counsel and SecretaryĬheck the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. On behalf of the persons filing statement) (Name, address and telephone number of person authorized to receive notices and communications Under Section 14(d)(4) of the Securities Exchange Act of 1934
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