MXPT Maxpoint Interactive, Inc.

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(RULE 14D-100)

 

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No.4)

 

---

 

MAXPOINT INTERACTIVE, INC.

(Names of Subject Company)

 

MERCURY MERGER SUB, INC.

(Offeror)

 

A WHOLLY OWNED INDIRECT SUBSIDIARY OF

HARLAND CLARKE HOLDINGS CORP.

(Parent of Offeror)

(Names of Filing Persons)

 

---

 

COMMON STOCK, $0.00005 PAR VALUE

(Title of Class of Securities)

 

57777M201

(CUSIP Number of Class of Securities)

 

Lee Ann Stevenson, Esq.

General Counsel

15955 La Cantera Parkway

San Antonio, Texas 78256

(210) 697-8888

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

 

---

 

with a copy to:

 

David Feirstein, Esq.

Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022

(212) 446-4861

---

CALCULATION OF FILING FEE

 

 

 

The calculation of the filing fee is based on information provided by MaxPoint as of August 31, 2017.

 

 

 

 

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

 

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒

This Amendment No.4 (this “ Amendment ” ) amends and supplements the Tender Offer Statement on Schedule TO filed by Harland Clarke Holdings Corp., a Delaware corporation ( “ Parent ” ) and by Mercury Merger Sub, Inc., a Delaware corporation ( “ Purchaser ” ) and a wholly owned indirect subsidiary of Parent, with the Securities and Exchange Commission (the “ SEC ” ) on September 11, 2017 (together with any subsequent amendments and supplements thereto, the “ Schedule TO ” ). The Schedule TO relates to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.00005 per Share ( “ Shares ” ), of MaxPoint Interactive, Inc., a Delaware corporation ( “ MaxPoint ” ), at a price of $13.86 per Share, net to the seller in cash, without interest thereon and less any applicable withholding taxes, upon the terms and conditions set forth in the offer to purchase dated September 11, 2017 (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 is incorporated by reference herein in response to Items 1 through 9 in the Schedule TO, and is supplemented by the information specifically provided in this Schedule TO.

 

This Amendment is being filed to amend and supplement Items 1-9 as reflected below.

 

Items 1-9 of the Schedule TO is hereby amended and supplemented as follows:

“The Offer and all withdrawal rights thereunder expired as of one minute after 11:59 p.m., New York City time, on October 6, 2017. The Depositary for the Offer has advised Parent and Purchaser that, as of the expiration of the Offer, an aggregate of approximately 5,431,026 Shares were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 79.8% of Shares then outstanding. Purchaser accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the Offer, and payment of the Offer Price for such shares will be promptly made by the Depositary.

On October 10, 2017, pursuant to the terms of the Merger Agreement and in accordance with Section 251(h) of the Delaware General Corporation Law, Purchaser merged with and into MaxPoint with MaxPoint being the surviving corporation. Upon completion of the Merger, MaxPoint became a wholly owned indirect subsidiary of Parent. Pursuant to the Merger Agreement, immediately prior to the Effective Time of the Merger, each outstanding Share (other than Shares held (i) in the treasury of MaxPoint or by Parent, Purchaser, or any other subsidiary of Parent, which Shares were cancelled and ceased to exist or (ii) by MaxPoint stockholders who validly exercised appraisal rights under Delaware law with respect to such Shares) was automatically cancelled and converted into the right to receive an amount in cash equal to the Offer Price. Following the Merger, all Shares will be delisted from the NASDAQ.

A copy of the press release issued by Parent’s subsidiary Valassis announcing the completion of the acquisition on October 10, 2017 and filed as an exhibit hereto is incorporated herein by reference.”

  

 

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit

 

 

SIGNATURES

 

After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: October 10, 2017

 

 

 

* previously filed

 

---

MaxPoint Interactive, Inc. (NASDAQ:MXPT)
Historical Stock Chart
Von Mai 2024 bis Mai 2024

MaxPoint Interactive, Inc. (NASDAQ:MXPT)
Historical Stock Chart
Von Mai 2023 bis Mai 2024