SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under Section 14(d)(4) of the Securities Exchange Act of 1934
(Amendment No. 2)
(Name of Subject Company)
(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
One Market Plaza, Suite 1100
San Francisco, California 94105
(Name, address, and telephone numbers of person authorized to receive notices and communications
on behalf of the persons filing statement)
Leif B. King
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Ave, Suite 1400
Palo Alto, California, 94301-1908
|☐||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 Companys 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.
ITEM 8. ADDITIONAL INFORMATION.
The paragraph of Item 8 under the heading Additional InformationRegulatory ApprovalsGerman 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. EXHIBITS.
Item 9 of the Schedule 14D-9 is hereby amended and supplemented by adding the following exhibit:
|(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|
|CEO and President|
Dated: May 30, 2018