Page 5 of 7 – SEC Filing This Amendment No. 3 (“Amendment No. 3“) amends
and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC“) on
March 18, 2016 (the “Original Schedule 13D“) as amended by Amendment No. 1 to the Original Schedule 13D, filed
with the SEC on June 24, 2016 (“Amendment No. 1”) and Amendment No. 2 to the Original Schedule 13D, filed with the SEC
on December 29, 2016 (“Amendment No. 2“, and the Original Schedule 13D as amended by Amendment No. 1, Amendment
No. 2 and this Amendment No. 3, the “Schedule 13D“) with respect to the shares
of common stock, par value $0.0001 per share (the “Common Stock“), of Tangoe, Inc., a Delaware corporation (the
“Issuer“). This Amendment No. 3 amends Items 4, 6 and 7 as set forth
below.
Item 4. PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: In response to the Issuer’s solicitation of final bids to acquire all of the outstanding Common Stock, on February 27, 2017, Marlin sent the Issuer a non-binding letter indicating to the Issuer its interest (the “Indication of Interest Letter“) in acquiring all of the outstanding Common Stock, through a tender offer or otherwise, for $6.50 per share in cash (the “Acquisition“), subject to, among other things, minimum stockholder approval, receipt of regulatory and antitrust clearances, confirmatory due diligence, a 30-day go-shop period and execution of definitive documents. Marlin would expect to finance the Acquisition through a combination of debt and equity financing. All references to the Indication of Interest Letter are qualified in their entirety by reference to the Indication of Interest Letter, a copy of which is attached as Exhibit 2 and incorporated by reference into this Item 4. In furtherance of the Indication of Interest Letter, Marlin requested that the Issuer execute an exclusivity agreement (the “Exclusivity Agreement“), pursuant to which the Issuer shall agree, among other things, not to initiate, solicit or knowingly facilitate or knowingly encourage, entertain or accept any inquiries, proposals or offers that constitute or could reasonably be expected to lead to (a) any proposal or offer from any person or group of persons (other than Marlin) to acquire, directly or indirectly, all or a material portion of either (i) the securities or consolidated assets of the Issuer or (ii) the securities or consolidated assets of any of the Issuer’s affiliates, (b) any proposal or offer from any person or group of persons (other than Marlin) with respect to any debt, equity or other investment in the Issuer or any of the Issuer’s affiliates or (c) any other transaction that would reasonably be expected to materially impair, delay or impede the Acquisition, until the earlier of (a) 5:00 pm U.S. Eastern Time on the date that is 30 days from the date that Marlin receives the Issuer’s executed signature page to the Exclusivity Agreement, unless otherwise extended by the parties; (b) the written agreement of each of the parties to terminate negotiations; or (c) the date on which Marlin communicates to the Issuer or any of its respective agents or advisors in writing that it no longer desires to pursue the Acquisition.
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This Amendment No. 3 (“Amendment No. 3“) amends
and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC“) on
March 18, 2016 (the “Original Schedule 13D“) as amended by Amendment No. 1 to the Original Schedule 13D, filed
with the SEC on June 24, 2016 (“Amendment No. 1”) and Amendment No. 2 to the Original Schedule 13D, filed with the SEC
on December 29, 2016 (“Amendment No. 2“, and the Original Schedule 13D as amended by Amendment No. 1, Amendment
No. 2 and this Amendment No. 3, the “Schedule 13D“) with respect to the shares
of common stock, par value $0.0001 per share (the “Common Stock“), of Tangoe, Inc., a Delaware corporation (the
“Issuer“). This Amendment No. 3 amends Items 4, 6 and 7 as set forth
below.
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following: | |
| In response to the Issuer’s solicitation of final bids to acquire all of the outstanding Common Stock, on February 27, 2017, Marlin sent the Issuer a non-binding letter indicating to the Issuer its interest (the “Indication of Interest Letter“) in acquiring all of the outstanding Common Stock, through a tender offer or otherwise, for $6.50 per share in cash (the “Acquisition“), subject to, among other things, minimum stockholder approval, receipt of regulatory and antitrust clearances, confirmatory due diligence, a 30-day go-shop period and execution of definitive documents. Marlin would expect to finance the Acquisition through a combination of debt and equity financing. All references to the Indication of Interest Letter are qualified in their entirety by reference to the Indication of Interest Letter, a copy of which is attached as Exhibit 2 and incorporated by reference into this Item 4. | |
| In furtherance of the Indication of Interest Letter, Marlin requested that the Issuer execute an exclusivity agreement (the “Exclusivity Agreement“), pursuant to which the Issuer shall agree, among other things, not to initiate, solicit or knowingly facilitate or knowingly encourage, entertain or accept any inquiries, proposals or offers that constitute or could reasonably be expected to lead to (a) any proposal or offer from any person or group of persons (other than Marlin) to acquire, directly or indirectly, all or a material portion of either (i) the securities or consolidated assets of the Issuer or (ii) the securities or consolidated assets of any of the Issuer’s affiliates, (b) any proposal or offer from any person or group of persons (other than Marlin) with respect to any debt, equity or other investment in the Issuer or any of the Issuer’s affiliates or (c) any other transaction that would reasonably be expected to materially impair, delay or impede the Acquisition, until the earlier of (a) 5:00 pm U.S. Eastern Time on the date that is 30 days from the date that Marlin receives the Issuer’s executed signature page to the Exclusivity Agreement, unless otherwise extended by the parties; (b) the written agreement of each of the parties to terminate negotiations; or (c) the date on which Marlin communicates to the Issuer or any of its respective agents or advisors in writing that it no longer desires to pursue the Acquisition. |
