This Amendment No. 14 (this “Amendment”) to the Statement on Schedule 13D, filed on August 24, 1987, by Careal Property Group AG (formerly known as Careal Holding AG), a Swiss corporation (“Careal”) and Mr. Walter H. Haefner, a national and resident of Switzerland, as amended on July 21, 1988, February 22, 1989, June 14, 1989, August 3, 1989, December 1, 1989, September 16, 1998, November 14, 2001, December 28, 2001 and October 30, 2003 and as further amended by filings by Careal, Mr. Martin Haefner and Ms. Eva Maria Bucher-Haefner on July 10, 2012 and November 20, 2015, as further amended by Careal, Mr. Martin Haefner, Ms. Eva Maria Bucher-Haefner and BigPoint Holding AG on December 2, 2015 and July 17, 2018, further amends and supplements such Statement with respect to the Common Stock, par value $.10 per share (“Common Stock”), of CA, Inc. (formerly known as Computer Associates International, Inc.), a Delaware corporation (the “Company”). All items not described herein remain as previously reported in the Statement. Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Statement, as previously amended, filed with the Securities and Exchange Commission.
Item 4.
Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by the following:
On July 11, 2018, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Broadcom Inc., a Delaware corporation (“Broadcom”), and Collie Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Broadcom (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger and becoming a wholly owned subsidiary of Broadcom. The Merger closed on November 5, 2018. At the effective time of the Merger, each outstanding share of the Company’s Common Stock (other than certain excluded shares) automatically converted into the right to receive $44.50 in cash.
Item 5.
Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a)-(b) As of the date hereof, none of the Reporting Persons beneficially owns any shares of Common Stock.
(c) Except as set forth in this Amendment, none of the Reporting Persons has effected any transactions in shares of Common Stock in the past 60 days.
(d) Not applicable.
(e) As of November 5, 2018, upon the closing of the Merger, the Reporting Persons ceased to beneficially own more than five percent of the outstanding shares of Common Stock.
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