|EX-99.1 - PRESS RELEASE - BLACKBAUD INC||d312244dex991.htm|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 7, 2012
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
|(Commission File Number)||(IRS Employer ID Number)|
|2000 Daniel Island Drive, Charleston, South Carolina||29492|
|(Address of principal executive offices)||(Zip Code)|
Registrants telephone number, including area code (843) 216-6200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
|Item 8.01.||Other Events|
On March 7, 2012, in connection with the Department of Justices review of the proposed acquisition of Convio, Inc., a Delaware corporation, and upon the written request of Convio, Blackbaud, Inc. extended the expiration of its offer to purchase all outstanding shares of Convio common stock (the Offer) for a period of 10 business days consistent with the terms of the Agreement and Plan of Merger, dated as of January 16, 2012, by and among Blackbaud, its wholly owned subsidiary and Convio. The Offer was previously scheduled to expire at 12:00 midnight, New York City time on March 7, 2012. The Offer will now expire at 12:00 midnight, New York City time, on Wednesday, March 21, 2012, unless further extended.
Computershare Inc., the Companys transfer agent and depositary, has indicated that, as of 5:00 p.m., New York City time, on March 6, 2012, 18,911,875 shares of Convio common stock were issued and outstanding. The depositary has indicated that, as of that time, 11,147,709 shares of Convio common stock (approximately 58.9% of the shares issued and outstanding) had been tendered into and not withdrawn from the Offer. As of that time, no shares of Convio common stock had been tendered pursuant to guaranteed delivery procedures.
A copy of the press release Blackbaud issued regarding the extension of its Offer is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
|Item 9.01.||Financial Statements and Exhibits|
|99.1||Press release dated March 7, 2012.|
This Current Report on Form 8-K contains forward-looking statements relating to the acquisition of Convio by Blackbaud and the companies potential combined business. Those forward-looking statements are based on current expectations and involve inherent risks and uncertainties, including factors that could delay, divert or change any of them, and actual outcomes and results could differ materially. Among other risks, there can be no guarantee that the acquisition will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the acquisition and combined business will be realized. These forward-looking statements should be evaluated together with the risk factors and uncertainties that affect Blackbauds and Convios businesses, particularly those identified in their Annual Reports on Form 10-K and other filings with the U.S. Securities and Exchange Commission, or SEC. Except as might be required by law, neither company undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
Blackbaud, through its wholly owned subsidiary Caribou Acquisition Corporation, launched a tender offer for all the issued and outstanding shares of Convio common stock on January 25, 2012 and has filed with the SEC a tender offer statement on Schedule TO. Investors and Convio stockholders should read the tender offer statement (including an offer to purchase, letter of transmittal and related tender offer documents) and the related solicitation/recommendation statement on Schedule 14D-9 filed by Convio with the SEC, because they contain important information. These documents are available at no charge through the SECs website at www.sec.gov, from Georgeson Inc., the information agent for the offer, toll-free at (800) 868-1391 (banks and brokers call (212) 440-9800), from Blackbaud (with respect to documents filed by Blackbaud with the SEC) by going to the Investor Relations section of Blackbauds website at www.blackbaud.com, or from Convio (with respect to documents filed by Convio with the SEC) by going to the Investor Relations section of Convios website at www.convio.com.
In addition to the offer to purchase, the related letter of transmittal and other offer documents, as well as the solicitation/recommendation statement, Blackbaud and Convio file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any of these reports, statements or other information in the EDGAR database at the SEC website, www.sec.gov, or at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: March 7, 2012|
|Anthony W. Boor,|
|Senior Vice President and Chief Financial Officer|