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. 1)
SAPIENT CORPORATION
(Name of Subject Company)
1926 MERGER SUB INC.
(Offeror)
PUBLICIS GROUPE S.A.
(Parent of Offeror)
(Names of Filing Persons)
COMMON STOCK, $0.01 PAR VALUE
(Title of Class of Securities)
803062108
(Cusip Number of Class of Securities)
Anne-Gabrielle Heilbronner
General Secretary, Member of the Management Board
133 Avenue des Champs Elysées
75008 Paris
France
+33-1-44-43-70-00
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
With a copy to:
Adam O. Emmerich, Esq.
Edward J. Lee, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
(212) 403-1000
CALCULATION OF FILING FEE
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Transaction Valuation* |
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Amount of Filing Fee** |
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$3,685,933,290.20 |
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$428,306 |
* Estimated for purposes of calculating the filing fee only. The transaction valuation was calculated by adding the sum of (i) 140,847,744 shares of common stock, par value $0.01 per share (the “Shares”), of Sapient Corporation (“Sapient”) outstanding multiplied by the offer price of $25.00 per share, (ii) 6,543,218 Shares subject to outstanding unvested restricted stock units and performance restricted stock units (assuming achievement of any performance conditions applicable to the performance restricted stock units at the maximum level), which reflects the maximum number of restricted stock units and performance restricted stock units that may be outstanding at the time the offer is completed, multiplied by the offer price of $25.00 per share and (iii) 66,623 Shares issuable pursuant to outstanding options multiplied by the offer price of $25 per share less the weighted average exercise price for such options of $7.60 per share. The calculation of the filing fee is based on information provided by Sapient as of November 7, 2014.
** The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2015, issued August 29, 2014, by multiplying the Transaction Valuation by 0.0001162.
x 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.
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Amount Previously Paid: $428,306 |
Filing Party: 1926 Merger Sub Inc. and Publicis Groupe S.A. |
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Form of Registration No.: Schedule TO |
Date Filed: November 12, 2014 |
o 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 transactions to which the statement relates:
x Third-party tender offer subject to Rule 14d-1.
o Issuer tender offer subject to Rule 13e-4.
o Going-private transaction subject to Rule 13e-3.
o 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. o
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO filed by 1926 Merger Sub Inc., a Delaware corporation (“Purchaser”) and a wholly owned indirect subsidiary of Publicis Groupe S.A., a French société anonyme (“Parent”), with the Securities and Exchange Commission on November 12, 2014 (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 $0.01 per share (“Shares”), of Sapient Corporation, a Delaware corporation (“Sapient”), at a price of $25.00 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 November 12, 2014 (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 information contained in the Offer to Purchase and the accompanying Letter of Transmittal, including all schedules thereto, is hereby incorporated herein by reference in response to Items 1 through 9 and Item 11 in the Schedule TO.
This Amendment is being filed to amend and supplement Items 11 and 12 as reflected below.
Item 11. Additional Information.
Item 11 of the Schedule TO is hereby amended and supplemented as follows:
The information set forth in Section 16 — “Certain Legal Matters; Regulatory Approvals” of the Offer to Purchase is hereby amended and supplemented to add the paragraph set forth below.
Litigation. On November 12, 2014 and November 18, 2014, two putative class action lawsuits on behalf of purported stockholders of Sapient were filed against Sapient, its directors, Parent and Purchaser in connection with the Offer. Both purported class actions were filed in the Court of Chancery of the State of Delaware and are captioned Ava Ball v. Sapient Corp. et al. (November 12, 2014) (the “Ball Action”) and Paul Parshall v. Alan J. Herrick et al. (November 18, 2014) (the “Parshall Action”). On November 19, 2014, Ms. Ball filed an amended complaint. On November 21, 2014, Ms. Ball and Mr. Parshall filed a proposed order of consolidation and appointment of counsel, which would consolidate the actions. As of November 24, 2014, the proposed order is pending before the Court of Chancery. Each plaintiff alleges that the Sapient directors breached their fiduciary duties to Sapient’s stockholders in connection with their consideration and approval of the proposed transaction and that Sapient’s Solicitation/Recommendation Statement on Schedule 14D-9 failed to disclose material information to Sapient’s stockholders. The Parshall Action additionally alleges that Parent and Purchaser aided and abetted such breaches, and the Ball Action additionally alleges that Sapient, Parent and Purchaser aided and abetted such breaches. The lawsuits seek, among other things, equitable relief that would enjoin the consummation of the Offer and subsequent Merger, rescission of these transactions (to the extent already implemented), damages, attorneys’ fees and costs, and other relief.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:
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Exhibit No. |
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Description |
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(a)(5)(A) |
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Complaint filed by Ava Ball on behalf of herself and all others similarly situated, on November 12, 2014, in the Court of Chancery, State of Delaware. |
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(a)(5)(B) |
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Complaint filed by Paul Parshall on behalf of himself and all others similarly situated, on November 18, 2014, in the Court of Chancery, State of Delaware. |
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(a)(5)(C) |
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Amended Complaint filed by Ava Ball on behalf of herself and all others similarly situated, on November 19, 2014, in the Court of Chancery, State of Delaware. |
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: November 24, 2014
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1926 MERGER SUB INC. |
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By: |
/s/ ANNE-GABRIELLE HEILBRONNER |
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Name: |
Anne-Gabrielle Heilbronner |
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Title: |
President, Treasurer and Secretary |
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PUBLICIS GROUPE S.A. |
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By: |
/s/ MAURICE LÉVY |
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Name: |
Maurice Lévy |
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Title: |
Chairman & Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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(a)(1)(A) |
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Offer to Purchase, dated November 12, 2014. * |
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(a)(1)(B) |
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Letter of Transmittal. * |
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(a)(1)(C) |
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Notice of Guaranteed Delivery. * |
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(a)(1)(D) |
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * |
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(a)(1)(E) |
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Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. * |
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(a)(1)(F) |
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Joint Press Release issued by Publicis Groupe S.A. and Sapient Corporation on November 3, 2014 (incorporated by reference to Exhibit 99.1 to the schedule TO-C filed by Publicis Groupe S.A. with the Securities and Exchange Commission on November 3, 2014). |
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(a)(1)(G) |
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Investor Presentation Materials dated November 3, 2014 (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by Publicis Groupe S.A. with the Securities and Exchange Commission on November 3, 2014). |
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(a)(1)(H) |
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Transcript of November 3, 2014 Investor Conference Call (incorporated by reference to Exhibit 99.3 to the Schedule TO-C filed by Publicis Groupe S.A. with the Securities and Exchange Commission on November 3, 2014). |
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(a)(1)(I) |
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Tweets from November 3, 2014 by Publicis Groupe S.A. (@PublicisGroupe) (incorporated by reference to Exhibit 99.4 to the Schedule TO-C filed by Publicis Groupe S.A. with the Securities and Exchange Commission on November 3, 2014). |
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(a)(1)(J) |
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Facebook post from November 3, 2014 by Publicis Groupe S.A. (incorporated by reference to Exhibit 99.5 to the Schedule TO-C filed by Publicis Groupe S.A. with the Securities and Exchange Commission on November 3, 2014). |
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(a)(1)(K) |
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Summary Advertisement as published in the New York Times on November 12, 2014. * |
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(a)(5)(A) |
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Complaint filed by Ava Ball on behalf of herself and all others similarly situated, on November 12, 2014, in the Court of Chancery, State of Delaware. |
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(a)(5)(B) |
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Complaint filed by Paul Parshall on behalf of himself and all others similarly situated, on November 18, 2014, in the Court of Chancery, State of Delaware. |
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(a)(5)(C) |
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Amended Complaint filed by Ava Ball on behalf of herself and all others similarly situated, on November 19, 2014, in the Court of Chancery, State of Delaware. |
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(b)(1) |
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Debt Commitment Letter, dated as of November 1, 2014, between Citibank, N.A., London Branch and Publicis Groupe S.A. * |
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(d)(1) |
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Agreement and Plan of Merger, dated as of November 1, 2014, by and among Publicis Groupe S.A., 1926 Merger Sub Inc. and Sapient Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Sapient Corporation (File No. 0-28074) with the Securities and Exchange Commission on November 3, 2014). |
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(d)(2) |
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Tender and Support Agreement, dated as of November 1, 2014, by and among Publicis Groupe S.A., 1926 Merger Sub Inc. and certain stockholders of Sapient Corporation (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Sapient Corporation (File No. 0-28074) with the Securities and Exchange Commission on November 3, 2014). |
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(d)(3) |
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Confidentiality Agreement, dated as of October 25, 2014, by and between Publicis Groupe S.A. and Sapient Corporation. * |
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(d)(4) |
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Retention Letter, between Publicis Groupe S.A. and Alan J. Herrick, dated November 1, 2014. * |
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(d)(5) |
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Retention Letter, between Publicis Groupe S.A. and Alan M. Wexler, dated November 1, 2014. * |
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(d)(6) |
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Retention Letter, between Publicis Groupe S.A. and Harry B. Register, dated November 1, 2014. * |
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(g) |
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None. |
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(h) |
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None. |
* Previously filed.