Amendment No.5 SC TO-T

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Rule 14d-100)

Tender Offer Statement under

Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934

(Amendment No. 5)

CYREN LTD.

(Name of Subject Company (Issuer))

WP XII INVESTMENTS B.V.

WP XII INVESTMENTS COÖPERATIEF U.A.

WARBURG PINCUS (CALLISTO) PRIVATE EQUITY XII (CAYMAN), L.P.

WARBURG PINCUS (EUROPA) PRIVATE EQUITY XII (CAYMAN), L.P.

WARBURG PINCUS (GANYMEDE) PRIVATE EQUITY XII (CAYMAN), L.P.

WARBURG PINCUS PRIVATE EQUITY XII-B (CAYMAN), L.P.

WARBURG PINCUS PRIVATE EQUITY XII-D (CAYMAN), L.P.

WARBURG PINCUS PRIVATE EQUITY XII-E (CAYMAN), L.P.

WARBURG PINCUS XII PARTNERS (CAYMAN), L.P.

WP XII PARTNERS (CAYMAN), L.P.

(Name of Filing Person (Offeror))

ORDINARY SHARES, NOMINAL VALUE NIS 0.15 PER SHARE

(Title of Class of Securities)

M26895108

(CUSIP Number of Class of Securities)

WP XII Investments B.V.

c/o Warburg Pincus LLC

450 Lexington Avenue

New York, NY 10017

Telephone: (212) 878-0600

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

notices and communications on behalf of filing persons)

With copies to:

 

Asaf Harel

Tomer Sela
Meitar Liquornik Geva Leshem Tal
16 Abba Hillel Rd.
Ramat Gan 5250608, Israel
Telephone: +972-3-610-3100

 

Dvir Oren
Ross M. Leff

Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
Telephone: (212) 446-4800


CALCULATION OF FILING FEE

 

Transaction Valuation*
$78,163,395
  Amount of Filing Fee**
$9,732

 

* For purposes of calculating the filing fee only, this amount is based on the offer to purchase 31,265,358 ordinary shares of Cyren Ltd. at a purchase price of $2.50 cash per share.

 

** Calculated in accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, as updated by Fee Advisory #1 for Fiscal Year 2018, by multiplying the transaction valuation by 0.0001245.

 

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $9,732.

   Filing Party: WP XII INVESTMENTS B.V.

Form or Registration No.: Schedule TO.

   Date Filed: November 20, 2017.

 

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

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

 

third-party tender offer subject to Rule 14d-1

 

issuer tender offer subject to Rule 13e-4

 

going-private transaction subject to Rule 13e-3

 

amendment to Schedule 13D under Rule 13d-2

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

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the United States Securities and Exchange Commission (the “SEC”) on November 20, 2017, as amended by Amendment No. 1 filed with the SEC on November 28, 2017, as further amended by Amendment No. 2 filed with the SEC on December 6, 2017, as further amended by Amendment No. 3 filed with the SEC on December 14, 2017, as further amended by Amendment No. 4 filed with the SEC on December 19, 2017 (together with any other amendments and supplements thereto, the “Schedule TO”) by WP XII Investments B.V., a private limited liability company organized under the laws of the Netherlands (“WP XII BV”), which is a wholly owned subsidiary of WP XII Investments Coöperatief U.A., a company incorporated in The Netherlands (“WP XII Investments Coöperatief”), which is jointly owned by (i) Warburg Pincus (Callisto) Private Equity XII (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP XII Callisto”), (ii) Warburg Pincus (Europa) Private Equity XII (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP XII Europa”), (iii) Warburg Pincus (Ganymede) Private Equity XII (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP XII Ganymede”), (iv) Warburg Pincus Private Equity XII-B (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP XII-B”), (v) Warburg Pincus Private Equity XII-D (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP XII-D”), (vi) Warburg Pincus Private Equity XII-E (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP XII-E”), (vii) Warburg Pincus XII Partners (Cayman), L.P., a Cayman Islands exempted limited partnership (“Warburg Pincus XII Partners”) and (viii) WP XII Partners (Cayman), L.P., a Cayman Islands exempted limited partnership (“WP XII Partners,” and together with WP XII Callisto, WP XII Europa, WP XII Ganymede, WP XII-B, WP XII-D, WP XII-E and Warburg Pincus XII Partners, the “WP XII Funds”; the WP XII Funds, collectively with WP XII BV and WP XII Investments Coöperatief, the “Bidder”) and


relates to the offer by the Bidder to purchase 31,265,358 outstanding ordinary shares, nominal (par) value NIS 0.15 per share (the “Shares”), of Cyren Ltd. (“Cyren”), at $2.50 per Share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms of, and subject to the conditions to, the Offer to Purchase, dated November 20, 2017 (the “Offer to Purchase”) and the related Letter of Transmittal, copies of which are attached to the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which, together with any amendments or supplements thereto, constitute the “Offer”).

This Schedule TO is intended to satisfy the reporting requirements of Rule 14d-1 under the Securities Exchange Act of 1934, as amended. Except as specifically provided herein, the information contained in the Schedule TO, the Offer to Purchase, and the Letter of Transmittal remains unchanged and this Amendment does not modify any of the information previously reported on the Schedule TO. This Amendment should be read in conjunction with the Schedule TO, the Offer to Purchase, and the Letter of Transmittal.

Items 1 through 9 and 11

Items 1 through 9 and 11 of the Schedule TO, which incorporate by reference the information contained in the Offer to Purchase, are hereby amended and supplemented as follows:

“The Offer expired at 10:00 a.m., New York time, or 5:00 p.m., Israel time, on Sunday, December 24, 2017. Following such expiration, the Bidder accepted for payment in accordance with the terms of the Offer all Cyren shares that were validly tendered and not withdrawn prior to the expiration of the Offer and payment for such Shares will be made promptly in accordance with the terms of the Offer. The Depositaries for the Offer have advised that, as of the Final Expiration Date of the Offer, a total of approximately 16,991,212 Cyren shares were validly tendered and not withdrawn in the Offer, representing approximately 30% of the Cyren shares on a partially diluted basis (assuming the exercise of “in-the-money” options and conversion of Cyren’s convertible notes).

On December 24, 2017, the Bidder issued a press release announcing the completion of the Offer, and the final results for the Offer. A copy of the press release is attached hereto as Exhibit (a)(5)(G) and is incorporated herein by reference. Note that the press release reported approximately 0.06% fewer shares being tendered as such additional shares were tendered in Israel and were being tallied and reported to the Bidder at the time of issuance of the press release. As reported in the paragraph above, a total of approximately 16,991,212 Cyren shares were validly tendered and not withdrawn in the Offer.”

 

ITEM 12. EXHIBITS.

 

NO.

  

DESCRIPTION

(a)(1)(A)

   Offer to Purchase dated November 20, 2017.†

(a)(1)(B)

   Letter of Transmittal.†

(a)(1)(C)

   Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.†

(a)(1)(D)

   Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.†

(a)(1)(E)

   Internal Revenue Service Form W-9.†

(a)(1)(F)

   Notice of Objection.†

(a)(1)(G)

   Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”).†

(a)(5)(A)

   Text of Press Release issued by the Bidder and the issuer on November 6, 2017 (incorporated by reference to the pre-commencement tender offer materials filed by the offerors on November 7, 2017).

(a)(5)(B)

   Text of Press Release issued by the Bidder on November 20, 2017.†

(a)(5)(C)

   Summary Advertisement published on November 20, 2017.†

(a)(5)(D)

   Form of Cover of ‘Mifrat’ to be filed with the Israeli Securities Authority on November 20, 2017.*†

(a)(5)(E)

   Form of Acceptance Notice and Notice of Objection to be filed with the Israeli Securities Authority on November 20, 2017.*†

(a)(5)(F)

   Text of Press Release issued by the Bidder on December 19, 2017, announcing the commencement of the Additional Offer Period.†

(a)(5)(G)

   Text of Press Release issued by the Bidder on December 24, 2017, announcing the completion of the Offer.

(b)

   Not applicable.

(d)(1)

   Securities Purchase Agreement, dated as of November 6, 2017, by and among WP XII Investments B.V. and Cyren Ltd. (incorporated by reference to the Schedule 13D filed by the offerors on November 16, 2017).

(d)(2)

   Registration Rights Agreement, dated as of November 6, 2017, by and among WP XII Investments B.V. and Cyren Ltd. (incorporated by reference to the Schedule 13D filed by the offerors on November 16, 2017).

(g)

   Not applicable.

(h)

   Not applicable.

 

* English translation from Hebrew.
Previously filed.

 

2


SIGNATURES

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

 

WP XII INVESTMENTS B.V.
By:  

/s/ Tara E. O’Neill

  Name: Tara E. O’Neill
  Title: Managing Director A
By:  

/s/ Guido F.X.M. Nieuwenhuizen

  Name: Guido F.X.M. Nieuwenhuizen
  Title: Managing Director A
WP XII INVESTMENTS COÖPERATIEF U.A.
By:  

/s/ Tara E. O’Neill

  Name: Tara E. O’Neill
  Title: Managing Director A
By:  

/s/ Guido F.X.M. Nieuwenhuizen

  Name: Guido F.X.M. Nieuwenhuizen
  Title: Managing Director A

WARBURG PINCUS (CALLISTO) PRIVATE EQUITY XII (CAYMAN), L.P.

By:  

Warburg Pincus (Cayman) XII, L.P., its general partner

By:  

Warburg Pincus (Cayman) XII GP LLC, its general partner

By:  

Warburg Pincus Partners II (Cayman), L.P., its sole member

By:  

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:  

/s/ David Sreter

  Name: David Sreter
  Title: Authorised Signatory

 

3


WARBURG PINCUS (EUROPA) PRIVATE EQUITY XII (CAYMAN), L.P.

By:  

Warburg Pincus (Cayman) XII, L.P., its general partner

By:  

Warburg Pincus (Cayman) XII GP LLC, its general partner

By:  

Warburg Pincus Partners II (Cayman), L.P., its sole member

By:  

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:  

/s/ David Sreter

  Name: David Sreter
  Title: Authorised Signatory

WARBURG PINCUS (GANYMEDE) PRIVATE EQUITY XII (CAYMAN), L.P.

By:  

Warburg Pincus (Cayman) XII, L.P., its general partner

By:  

Warburg Pincus (Cayman) XII GP LLC, its general partner

By:  

Warburg Pincus Partners II (Cayman), L.P., its sole member

By:  

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:  

/s/ David Sreter

  Name: David Sreter
  Title: Authorised Signatory

WARBURG PINCUS PRIVATE EQUITY XII-B (CAYMAN), L.P.

By:  

Warburg Pincus (Cayman) XII, L.P., its general partner

By:  

Warburg Pincus (Cayman) XII GP LLC, its general partner

By:  

Warburg Pincus Partners II (Cayman), L.P., its sole member

By:  

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:  

/s/ David Sreter

  Name: David Sreter
  Title: Authorised Signatory

 

4


WARBURG PINCUS PRIVATE EQUITY XII-D (CAYMAN), L.P.

By:  

Warburg Pincus (Cayman) XII, L.P., its general partner

By:  

Warburg Pincus (Cayman) XII GP LLC, its general partner

By:  

Warburg Pincus Partners II (Cayman), L.P., its sole member

By:  

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:  

/s/ David Sreter

  Name: David Sreter
  Title: Authorised Signatory

WARBURG PINCUS PRIVATE EQUITY XII-E (CAYMAN), L.P.

By:  

Warburg Pincus (Cayman) XII, L.P., its general partner

By:  

Warburg Pincus (Cayman) XII GP LLC, its general partner

By:  

Warburg Pincus Partners II (Cayman), L.P., its sole member

By:  

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:  

/s/ David Sreter

  Name: David Sreter
  Title: Authorised Signatory

WARBURG PINCUS XII PARTNERS (CAYMAN), L.P.

By:  

Warburg Pincus (Cayman) XII, L.P., its general partner

By:  

Warburg Pincus (Cayman) XII GP LLC, its general partner

By:  

Warburg Pincus Partners II (Cayman), L.P., its sole member

By:  

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:  

/s/ David Sreter

  Name: David Sreter
  Title: Authorised Signatory

 

5


WP XII PARTNERS (CAYMAN), L.P.
By:  

Warburg Pincus (Cayman) XII, L.P., its general partner

By:  

Warburg Pincus (Cayman) XII GP LLC, its general partner

By:  

Warburg Pincus Partners II (Cayman), L.P., its sole member

By:  

Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner

By:  

/s/ David Sreter

  Name: David Sreter
  Title: Authorised Signatory

Dated: December 26, 2017

 

6


EXHIBIT INDEX

 

NO.

  

DESCRIPTION

(a)(1)(A)

   Offer to Purchase dated November 20, 2017.†

(a)(1)(B)

   Letter of Transmittal.†

(a)(1)(C)

   Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.†

(a)(1)(D)

   Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.†

(a)(1)(E)

   Internal Revenue Service Form W-9.†

(a)(1)(F)

   Notice of Objection.†

(a)(1)(G)

   Declaration Form (“Declaration of Status for Israeli Income Tax Purposes”).†

(a)(5)(A)

   Text of Press Release issued by the Bidder and the issuer on November 6, 2017 (incorporated by reference to the pre-commencement tender offer materials filed by the offerors on November 7, 2017).

(a)(5)(B)

   Text of Press Release issued by the Bidder on November 20, 2017.†

(a)(5)(C)

   Summary Advertisement published on November 20, 2017.†

(a)(5)(D)

   Form of Cover of ‘Mifrat’ to be filed with the Israeli Securities Authority on November 20, 2017.*†

(a)(5)(E)

   Form of Acceptance Notice and Notice of Objection to be filed with the Israeli Securities Authority on November 20, 2017.*†

(a)(5)(F)

   Text of Press Release issued by the Bidder on December 19, 2017, announcing the commencement of the Additional Offer Period.†

(a)(5)(G)

   Text of Press Release issued by the Bidder on December 24, 2017, announcing the completion of the Offer.

(b)

   Not applicable.

(d)(1)

   Securities Purchase Agreement, dated as of November 6, 2017, by and among WP XII Investments B.V. and Cyren Ltd. (incorporated by reference to the Schedule 13D filed by the offerors on November 16, 2017).

(d)(2)

   Registration Rights Agreement, dated as of November 6, 2017, by and among WP XII Investments B.V. and Cyren Ltd. (incorporated by reference to the Schedule 13D filed by the offerors on November 16, 2017).

(g)

   Not applicable.

(h)

   Not applicable.

 

* English translation from Hebrew.
Previously filed.

 

8

Exhibit (a)(5)(G)

Exhibit (a)(5)(G)

Warburg Pincus Successfully Completes Tender Offer for Ordinary Shares of Cyren Ltd.

(NASDAQ: CYRN)

New York, NY and Tel Aviv, Israel, December 24, 2017 –Warburg Pincus announced today that it has successfully completed its previously announced tender offer to purchase 31,265,358 ordinary shares of Cyren Ltd. (“Cyren”) with a nominal value of NIS 0.15 per share (“Cyren Shares”) at $2.50 per share, net to the seller in cash, less any required withholding taxes and without interest. The tender offer, which commenced on November 20, 2017, expired on December 24, 2017 at 10:00 a.m., New York time, or 5:00 p.m. Israel time.

WP XII Investments B.V., an entity controlled by funds affiliated with Warburg Pincus, was advised by the depositaries for the offer that, as of the final expiration date of the tender offer, a total of 16,980,779 Cyren Shares were validly tendered pursuant to the offer, representing approximately 30% of Cyren Shares on a partially diluted basis (assuming the exercise of “in-the-money” options and conversion of Cyren’s convertible notes).

Payment for the Cyren Shares accepted will be made promptly through American Stock Transfer & Trust Company, LLC and Israel Brokerage & Investments I.B.I Ltd., the depositaries for the tender offer.

After payment for the Cyren Shares tendered in the offer and accepted for payment, Warburg Pincus will beneficially own 27,576,300 Cyren Shares, representing approximately 49% of Cyren Shares on a partially diluted basis (assuming the exercise of “in-the-money” options and conversion of Cyren’s convertible notes) or approximately 52% of the outstanding Cyren Shares (assuming conversion of Cyren’s convertible notes).

Forward-Looking Statements: This press release contains forward-looking statements, including expectations regarding Warburg Pincus’ beneficial ownership of Cyren Shares after payment for the Cyren Shares tendered in the offer and accepted for payment. For example, statements in the future tense, and statements including words such as “expect,” “plan,” “estimate,” “anticipate,” or “believe” are forward-looking statements. These statements are based on information available at the time of the press release and the company assumes no obligation to update any of them (except as required by law). The statements in this press release are not guarantees of future performance and actual results could differ materially from current expectations as a result of numerous factors, including, business conditions and growth or deterioration in the internet security market, technological developments, products offered by competitors, availability of qualified staff, and technological difficulties and resource constraints encountered in developing new products.

About Warburg Pincus: Warburg Pincus LLC is a leading global private equity firm focused on growth investing. The firm has more than US$44 billion in private equity assets under management. The firm’s active portfolio of more than 150 companies is highly diversified by stage, sector, and geography. Warburg Pincus is an experienced partner to management teams seeking to build durable companies with sustainable value. Founded in 1966, Warburg Pincus has raised 17 private equity funds, which have invested more than US$60 billion in over 800 companies in more than 40 countries. The firm is headquartered in New York with offices in Amsterdam, Beijing, Hong Kong, Houston, London, Luxembourg, Mumbai, Mauritius, San Francisco, São Paulo, Shanghai, and Singapore. For more information, please visit www.warburgpincus.com.

Warburg Pincus Contact:

Mary Zimmerman

+1.212.878.9207