SC 14D9/A





Washington, D.C. 20549




(Rule 14d-101)

Solicitation/Recommendation Statement

Under Section 14(d)(4) of the Securities Exchange Act of 1934

(Amendment No. 2)



RPX Corporation

(Name of Subject Company)



RPX Corporation

(Name of Persons Filing Statement)



Common Stock, par value $0.0001 per share

(Title of Class of Securities)


(CUSIP Number of Class of Securities)

Emily T. Gavin

General Counsel

RPX Corporation

One Market Plaza, Suite 1100

San Francisco, California 94105

(866) 779-7641

(Name, address, and telephone numbers of person authorized to receive notices and communications

on behalf of the persons filing statement)

Copies to

Leif B. King

Skadden, Arps, Slate, Meagher & Flom LLP

525 University Ave, Suite 1400

Palo Alto, California, 94301-1908

(650) 470-4500




  Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.




This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 filed by RPX Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on May 21, 2018 (together with any subsequent amendments and supplements thereto, including this Amendment No. 2, the “Schedule 14D-9”). The Schedule 14D-9 relates to the cash tender offer by Riptide Purchaser, Inc., a Delaware corporation (“Purchaser”) and a wholly owned subsidiary of Riptide Parent, LLC, a Delaware corporation (“Parent”) (both Parent and Purchaser are beneficially owned by funds affiliated with HGGC, LLC), to acquire all of the outstanding shares of the Company’s common stock, par value $0.0001 per share, at a purchase price of $10.50 per share, net to the seller thereof in cash, subject to reduction for any applicable withholding taxes in respect thereof, without interest (such offer, as it may be amended from time to time, the “Offer”). The Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 21, 2018 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal”). Copies of the Offer to Purchase and the Letter of Transmittal were filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively, and are incorporated herein by reference.

The information set forth in the Schedule 14D-9 remains unchanged and is incorporated herein by reference, except that such information is hereby amended or supplemented to the extent specifically provided herein. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 14D-9.


The paragraph of Item 8 under the heading “—Additional Information—Regulatory Approvals—German Antitrust Compliance” is hereby amended and restated in its entirety to read as follows:

“A merger notification was submitted to the German Bundeskartellamt (the “Federal Cartel Office”) on May 8, 2018 triggering a one (1) month Phase 1 review period. On May 29, 2018, Parent received notice that the Federal Cartel Office granted early termination of the applicable waiting period. Accordingly, the condition to the Offer relating to the obtainment of all applicable clearances and authorizations required by the GWB has been satisfied. The joint press release announcing the approval by the Federal Cartel Office is attached as Exhibit (a)(5)(C) to Amendment No. 2 to the Schedule TO filed by Parent on May 30, 2018, and is incorporated herein by reference.”


Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:


Exhibit No.



(a)(5)(E)   Joint Press Release issued by RPX Corporation and HGGC, LLC on May 30, 2018 (incorporated by reference to Exhibit (a)(5)(C) to the Amendment No. 2 to the Schedule TO filed with the SEC on May 30, 2018).


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


By:   /s/ Martin Roberts                                                   
  Martin Roberts
  CEO and President

Dated: May 30, 2018