• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • Settings
  • RSS Feeds
Dashboard
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlerts
    Company
    AboutQuantisnow PlusContactJobs
    Legal
    Terms of usePrivacy policyCookie policy

    SEC Form SC 14D9/A filed by CDK Global Inc. (Amendment)

    7/6/22 7:57:41 AM ET
    $CDK
    Retail: Computer Software & Peripheral Equipment
    Technology
    Get the next $CDK alert in real time by email
    SC 14D9/A 1 tm2220236d4_sc14d9a.htm SC 14D9/A

     

     

     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

     

     

    SCHEDULE 14D-9
    (Rule 14d-101)

     

    Solicitation/Recommendation Statement
    Under Section 14(d)(4) of the Securities Exchange Act of 1934
     
    (Amendment No. 4)

     

     

    CDK GLOBAL, INC.

    (Name of Subject Company)

     

     

    CDK GLOBAL, INC.

    (Name of Person Filing Statement)

     

     

    Common Stock, par value $0.01 per share

    (Title of Class of Securities) 

     

    12508E101

    (CUSIP Number of Class of Securities) 

     

    Brian Krzanich
    Chief Executive Officer
    CDK Global, Inc.
    1950 Hassell Road
    Hoffman Estates, IL 60169
    (847) 397-1700

    (Name, Address and Telephone Number of Person Authorized to Receive Notices and
    Communications on Behalf of the Person Filing Statement)

     

      With copies to:  
         
      Lee J. Brunz
    Executive Vice President, General Counsel
    and Secretary
    CDK Global, Inc.
    1950 Hassell Road
    Hoffman Estates, IL 60169
    (847) 397-1700
    Scott A. Barshay
    David S. Huntington
    Kyle T. Seifried
    Paul, Weiss, Rifkind, Wharton & Garrison LLP
    1285 Avenue of the Americas
    New York, NY 10019-6064
    (212) 373-3000
     

     

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

     

     

     

     

     

     

    EXPLANATORY NOTE

     

    This Amendment No. 4 (this “Amendment”) amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 22, 2022 (together with the exhibits thereto and as amended or supplemented from time to time, the “Schedule 14D-9”) by CDK Global, Inc., a Delaware corporation (the “Company”). The Schedule 14D-9 relates to the tender offer by Central Merger Sub Inc., a Delaware corporation (“Purchaser”), a wholly owned subsidiary of Central Parent Inc., a Delaware corporation (formerly known as Central Parent LLC) (“Parent”), to purchase any and all of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the “Shares”) pursuant to the Agreement and Plan of Merger, dated as of April 7, 2022, by and among Parent, Purchaser and the Company (as it may be amended from time to time, the “Merger Agreement”) at a price of $54.87 per Share, to the seller in cash, without interest and less any applicable withholding tax, upon the terms and conditions set forth in the Offer to Purchase, dated April 22, 2022 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal” and together with the Offer to Purchase, the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO filed with the SEC on April 22, 2022 by Purchaser (together with any amendments and supplements thereto, the “Schedule TO”).

     

    Capitalized terms used but not otherwise defined in this Amendment have the meanings given to them in the Schedule 14D-9. The information in the Schedule 14D-9 is incorporated into this Amendment by reference to all applicable items in the Schedule 14D-9, except that such information is hereby amended and supplemented to the extent specifically provided herein.

     

     

     

     

    Item 8. Additional Information

     

    Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding a new subsection immediately prior to the subsection entitled “–Cautionary Statement Regarding Forward-Looking Statements” in its entirety as follows:

     

    “Final Results of the Offer and Completion of the Merger

     

    The Offer and withdrawal rights expired at 5:00 p.m., New York City time, on Tuesday, July 5, 2022. The depository for the Offer has advised Purchaser that, as of the expiration of the Offer, a total of 67,550,913 Shares (excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been “received”, as such terms are defined by Section 251(h) of the DGCL) were validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 57.8% of the Shares outstanding as of the expiration of the Offer.

     

    As of the expiration of the Offer, the number of Shares validly tendered and not properly withdrawn pursuant to the Offer satisfied the Minimum Tender Condition, and all other conditions to the Offer were satisfied or waived. Accordingly, Purchaser has accepted for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer and will promptly (and in any event within 3 business days of such acceptance) pay for all such Shares in accordance with the terms of the Offer.

     

    As a result of its acceptance for payment of the Shares validly tendered and not properly withdrawn pursuant to the Offer and in accordance with Section 251(h) of the DGCL, Purchaser owns at least the percentage of Shares that would be required to adopt the Merger Agreement without a vote of the stockholders of the Company. Accordingly, Parent and Purchaser expect to complete the acquisition of the Company on Wednesday, July 6, 2022 by consummating the Merger, with the Company surviving the Merger as a wholly-owned subsidiary of Parent, pursuant to the Merger Agreement without a vote of the Company’s stockholders in accordance with Section 251(h) of the DGCL. At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than Shares (i) irrevocably accepted for purchase by Purchaser in the Offer, (ii) that immediately prior to the Effective Time are owned by the Company, Parent, Purchaser, any other direct or indirect wholly owned subsidiary of Parent or any direct or indirect wholly owned subsidiary of the Company or that are held in the Company’s treasury and (iii) that are issued and outstanding immediately prior to the Effective Time and that are held by a Company stockholder who is entitled to demand and properly demands the appraisal of such Shares in accordance with and complies in all respects with, Section 262 of the DGCL) will be automatically converted into the right to receive $54.87 in cash, without interest thereon and subject to any tax withholding, which is the same amount per share paid in the Offer.

     

    Following consummation of the Merger, Parent will cause the Shares to be delisted and to cease to trade on NASDAQ. Parent and Purchaser intend to take steps to cause the termination of the registration of the Shares under the Exchange Act and the suspension of all of the Company’s reporting obligations under the Exchange Act as soon as reasonably practicable.”

     

     

     

     

    SIGNATURE

     

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

     

      CDK GLOBAL, INC.
       
      By: /s/ Lee J. Brunz
        Name: Lee J. Brunz
        Title: Executive Vice President,
    General Counsel and Secretary

     

    Date: July 6, 2022

     

     

     

    Get the next $CDK alert in real time by email

    Chat with this insight

    Save time and jump to the most important pieces.

    Recent Analyst Ratings for
    $CDK

    DatePrice TargetRatingAnalyst
    12/16/2021$48.00Overweight → Equal-Weight
    Morgan Stanley
    8/18/2021$62.00 → $56.00Overweight
    Morgan Stanley
    More analyst ratings

    $CDK
    Press Releases

    Fastest customizable press release news feed in the world

    See more
    • Omnicell Elects Eileen Voynick to Board of Directors

      Sales and Operational Veteran Brings Additional Global Business Experience and Healthcare Technology Expertise to Board Omnicell, Inc. (NASDAQ:OMCL) ("Omnicell" or the "Company"), a leader in transforming the pharmacy care delivery model, today announced that the Board of Directors elected Eileen Voynick to the Board, effective January 5, 2024. Ms. Voynick fills the vacancy resulting from Sara J. White, a Class I director who stepped down from the Company's Board of Directors, effective January 5, 2024. In addition, the Company announced that Vance Moore will not stand for reelection to the Company's Board at Omnicell's 2024 annual meeting of stockholders (the "2024 annual meeting") and e

      1/11/24 4:00:00 PM ET
      $MDRX
      $OMCL
      $CDK
      EDP Services
      Technology
      Computer Manufacturing
      Retail: Computer Software & Peripheral Equipment
    • BringOz Joins CDK Global Partner Program

      BringOz, the world's most complete delivery management system, today announced that it has become a participant in the CDK Global Partner Program. As a member of one of the largest third-party partner programs in the industry. BringOz is now part of a marketplace of applications and integrations that CDK Global, Inc. (NASDAQ:CDK), a leading enabler of end-to-end automotive commerce, developed to help automotive dealers succeed. "Integrating BringOz' solution with CDK's dealer management system enables automotive dealerships to simplify and streamline delivery management, save time and resources, and offer an efficient, convenient, and transparent delivery experience that today's customers

      5/11/23 7:48:00 AM ET
      $CDK
      Retail: Computer Software & Peripheral Equipment
      Technology
    • Dealer Pay Joins CDK Global Partner Program

      Dealer Pay, whose Point-of-Sale solutions provide modern payment acceptance to both auto and truck dealerships, today announced that it has become a participant in the CDK Global Partner Program. As a member of one of the largest third-party partner programs in the industry, DealerPay is now part of a marketplace of applications and integrations that CDK Global, Inc. (NASDAQ:CDK), a leading automotive retail technology company, developed to help automotive dealers succeed. CEO, Julie Douglas affirms, "Dealer Pay is honored to join the CDK Global Partner Program." As a vendor, Dealer Pay will provide payment solutions that streamline the sales process and improve the customer experience. De

      12/15/22 12:26:00 PM ET
      $CDK
      Retail: Computer Software & Peripheral Equipment
      Technology

    $CDK
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    See more
    • SEC Form SC 13G/A filed by CDK Global Inc. (Amendment)

      SC 13G/A - CDK Global, Inc. (0001609702) (Subject)

      8/2/22 10:17:59 AM ET
      $CDK
      Retail: Computer Software & Peripheral Equipment
      Technology
    • SEC Form SC 13G filed by CDK Global Inc.

      SC 13G - CDK Global, Inc. (0001609702) (Subject)

      2/11/22 2:16:52 PM ET
      $CDK
      Retail: Computer Software & Peripheral Equipment
      Technology
    • SEC Form SC 13G/A filed by CDK Global Inc. (Amendment)

      SC 13G/A - CDK Global, Inc. (0001609702) (Subject)

      2/11/22 11:19:53 AM ET
      $CDK
      Retail: Computer Software & Peripheral Equipment
      Technology

    $CDK
    SEC Filings

    See more
    • SEC Form 15-12G filed by CDK Global Inc.

      15-12G - CDK Global, Inc. (0001609702) (Filer)

      7/18/22 9:00:24 AM ET
      $CDK
      Retail: Computer Software & Peripheral Equipment
      Technology
    • CDK Global Inc. filed SEC Form 8-K: Leadership Update

      8-K - CDK Global, Inc. (0001609702) (Filer)

      7/12/22 8:38:28 AM ET
      $CDK
      Retail: Computer Software & Peripheral Equipment
      Technology
    • SEC Form S-8 POS filed by CDK Global Inc.

      S-8 POS - CDK Global, Inc. (0001609702) (Filer)

      7/6/22 4:42:09 PM ET
      $CDK
      Retail: Computer Software & Peripheral Equipment
      Technology

    $CDK
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    See more
    • CDK Global downgraded by Morgan Stanley with a new price target

      Morgan Stanley downgraded CDK Global from Overweight to Equal-Weight and set a new price target of $48.00

      12/16/21 6:51:43 AM ET
      $CDK
      Retail: Computer Software & Peripheral Equipment
      Technology
    • Morgan Stanley reiterated coverage on CDK Global with a new price target

      Morgan Stanley reiterated coverage of CDK Global with a rating of Overweight and set a new price target of $56.00 from $62.00 previously

      8/18/21 7:37:39 AM ET
      $CDK
      Retail: Computer Software & Peripheral Equipment
      Technology
    • Oppenheimer reiterated coverage on CDK Global with a new price target

      Oppenheimer reiterated coverage of CDK Global with a rating of and set a new price target of $65.00 from $55.00 previously

      2/9/21 1:45:55 PM ET
      $CDK
      Retail: Computer Software & Peripheral Equipment
      Technology

    $CDK
    Leadership Updates

    Live Leadership Updates

    See more
    • Omnicell Elects Eileen Voynick to Board of Directors

      Sales and Operational Veteran Brings Additional Global Business Experience and Healthcare Technology Expertise to Board Omnicell, Inc. (NASDAQ:OMCL) ("Omnicell" or the "Company"), a leader in transforming the pharmacy care delivery model, today announced that the Board of Directors elected Eileen Voynick to the Board, effective January 5, 2024. Ms. Voynick fills the vacancy resulting from Sara J. White, a Class I director who stepped down from the Company's Board of Directors, effective January 5, 2024. In addition, the Company announced that Vance Moore will not stand for reelection to the Company's Board at Omnicell's 2024 annual meeting of stockholders (the "2024 annual meeting") and e

      1/11/24 4:00:00 PM ET
      $MDRX
      $OMCL
      $CDK
      EDP Services
      Technology
      Computer Manufacturing
      Retail: Computer Software & Peripheral Equipment
    • AGS Health Welcomes Eileen Voynick as Board Chair

      OLYPHANT, Pa., April 8, 2021 /PRNewswire/ -- AGS Health, a leader in revenue cycle management solutions, today announced the appointment of Eileen Voynick as board chair. "I'm excited to join the AGS Health team at this pivotal time for growth," said Ms. Voynick. "I look forward to working closely with the leadership team in helping develop forward-thinking revenue cycle management strategies to achieve great results for healthcare providers, enabling them to invest further in care delivery," she noted. Eileen Voynick, AGS Health Board Chair With decades of experience in healthcare technology, life sciences and services, Ms. Voynick is an industry leader with a prove

      4/8/21 11:30:00 AM ET
      $CDK
      Retail: Computer Software & Peripheral Equipment
      Technology

    $CDK
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    See more
    • SEC Form 4: Voynick Eileen J. returned 22,827 shares to the company, closing all direct ownership in the company

      4 - CDK Global, Inc. (0001609702) (Issuer)

      7/6/22 7:31:54 PM ET
      $CDK
      Retail: Computer Software & Peripheral Equipment
      Technology
    • SEC Form 4: Tautges Joseph A was granted 103,073 shares and returned 231,834 shares to the company, closing all direct ownership in the company

      4 - CDK Global, Inc. (0001609702) (Issuer)

      7/6/22 7:31:28 PM ET
      $CDK
      Retail: Computer Software & Peripheral Equipment
      Technology
    • SEC Form 4: Shah Mahesh was granted 79,750 shares and returned 170,733 shares to the company, closing all direct ownership in the company

      4 - CDK Global, Inc. (0001609702) (Issuer)

      7/6/22 7:30:42 PM ET
      $CDK
      Retail: Computer Software & Peripheral Equipment
      Technology

    $CDK
    Financials

    Live finance-specific insights

    See more
    • CDK Global Declares Regular Quarterly Cash Dividend

      HOFFMAN ESTATES, Ill., June 09, 2022 (GLOBE NEWSWIRE) -- CDK Global, Inc. (NASDAQ:CDK) has declared a regular quarterly cash dividend of $0.15 per share payable on June 29, 2022 to shareholders of record at the close of business on June 20, 2022. About CDK Global With approximately $2 billion in revenues, CDK Global (NASDAQ:CDK) is a leading provider of retail technology and software as a service (SaaS) solutions that help dealers and auto manufacturers run their businesses more efficiently, drive improved profitability and create frictionless purchasing and ownership experiences for consumers. Today, CDK serves over 15,000 retail locations in North America. For more information, visit c

      6/9/22 4:10:00 PM ET
      $CDK
      Retail: Computer Software & Peripheral Equipment
      Technology
    • CDK Global, Inc. Reports Third Quarter Fiscal 2022 Results

      Revenue Growth of 6% Year over Year HOFFMAN ESTATES, Ill., May 05, 2022 (GLOBE NEWSWIRE) -- CDK Global, Inc. (NASDAQ:CDK) today announced financial results for its fiscal 2022 third quarter ended March 31, 2022. Revenue of $459.7 million in the third quarter ended March 31, 2022Revenue growth of 6% year-over-year driven by both core and acquisition related businessesStrong subscription growth due to contributions from site growth, revenue-per-site growth and the increased adoption of modern retail capability at dealershipsGAAP Diluted earnings per share of $0.56; Non-GAAP Adjusted diluted earnings per share of $0.78Adjusted EBITDA year-over-year growth of 5% and EPS growth of 13%

      5/5/22 4:10:00 PM ET
      $CDK
      Retail: Computer Software & Peripheral Equipment
      Technology
    • CDK Global, Inc. Reports Second Quarter Fiscal 2022 Results

      HOFFMAN ESTATES, Ill., Feb. 03, 2022 (GLOBE NEWSWIRE) -- CDK Global, Inc. (NASDAQ:CDK) today announced financial results for its fiscal 2022 second quarter ended December 31, 2021. "We continued to see the benefit of our focus on product innovation and on customer success which resulted in another quarter of solid growth DMS sites and average revenue per site," said Brian Krzanich, CDK chief executive officer. "This growth is coming from both our core business and contributions from recent acquisitions. CDK is uniquely positioned as the center of the automotive retail ecosystem, and through our relentless focus on building connections through our SaaS solutions and investing in our vision

      2/3/22 4:10:00 PM ET
      $CDK
      Retail: Computer Software & Peripheral Equipment
      Technology