Past Contacts, Transactions, Negotiations and Agreements.
The Offer to Purchase is incorporated herein by reference.įorth in the Offer to Purchase is incorporated herein by reference. The information set forth in Section 9 of the Offer to Purchase entitled ∼ertain Information Concerning the Purchaser and Autodesk and Annex I to (b) and (c) This Schedule TO is filed by the Purchaser and Autodesk. Identity and Background of Filing Person. Of Shares Dividends on the Shares is incorporated herein by reference. (c) The information set forth in Section 6 of the Offer to Purchase entitled Price Range The information set forth in the Introduction of the Offer to Purchase Outstanding and that as of April 30, 2008, and there were outstanding stock options to purchase 1,119,841 Shares with an exercise price below $22.00 per Share. Moldflow has represented in the Agreement and Plan of Merger dated May 1, 2008 by and among Autodesk, the Purchaser and Moldflow that as of April 30, 2008, there were 12,104,522 Shares issued and (b) This Schedule TO relates to the outstanding shares of common stock, Moldflows principal executive offices are located at 492 Old Connecticut Path, Framingham, Massachusetts,Ġ1701. Subject company and the issuer of the securities to which this Schedule TO relates is Moldflow Corporation, a Delaware corporation. The Summary Term Sheet and Questions and Answers of the Offer to Purchase is incorporated herein by reference. (a)(1)(ii) (which, together with any amendments or supplements thereto, collectively constitute the Offer). This Schedule TO relates to the offer by the Purchaser to purchase all outstanding shares of common stock, par value $0.01 per share (the Shares), of Moldflow Corporation, a DelawareĬorporation ( Moldflow), at a purchase price of $22.00 per Share net to the seller in cash without interest thereon, less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchaseĭated May 15, 2008 (which, together with any amendments and supplements thereto, collectively constitute the Offer to Purchase) and in the related Letter of Transmittal, copies of which are attached as Exhibits (a)(1)(i) and This Tender Offer Statement on Schedule TO (which, together with any amendments and supplements thereto,Ĭollectively constitute this Schedule TO) is filed by (i) Switch Acquisition Corporation, a Delaware corporation (the Purchaser) and wholly-owned subsidiary of Autodesk, Inc., a Delaware corporation Going private transaction subject to Rule 13e-3Īmendment to Schedule 13D under Rule 13d-2įiling is a final amendment reporting the results of the tender offer: ¨
Issuer tender offer subject to Rule 13e-4 Third party tender offer subject to Rule 14d-1
AUTODESK MOLDFLOW CERTIFICATION REGISTRATION
Identify the previous filingīy registration statement number, or the form or schedule and the date of its filing.Ĭheck the box if the filing relates solely to preliminary communications made before the commencement of the tender offer.Ĭheck the appropriate boxes below to designate any transactions to which the statement relates:
The amount of the filing fee calculated in accordance with the Securities Exchange Act of 1934, as amended, equals $39.30 for each $1,000,000 of value.Ĭheck 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. Options as of April 30, 2008 with an exercise price of less than $22.00 per Share. The transaction valuation was determined by multiplying the purchase price of $22.00 per share by the sum of (i) theġ2,104,522 shares of common stock, par value $0.01 per share, of Moldflow Corporation (the Shares), issued and outstanding as of April 30, 2008 and (ii) the 1,110,841 Shares that are issuable under outstanding Moldflow stock Receive notices and communications on behalf of Filing Persons)Įstimated for purpose of calculating the filing fee only. (Name, address, and telephone number of person authorized to TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)