This Amendment No. 7 (this “Amendment No. 7”) amends and supplements the Tender
Offer Statement on Schedule TO, originally filed with the Securities and Exchange Commission (the “SEC”) on February 20, 2019, as amended by Amendment No. 1 to the Tender Offer Statement filed with the SEC on March 15, 2019 and
further amended by Amendment No. 2 to the Tender Offer Statement filed with the SEC on March 28, 2019, by Amendment No. 3 to the Tender Offer Statement filed with the SEC on April 3, 2019, by Amendment No. 4 to the Tender Offer Statement filed
with the SEC on April 8, 2019, by Amendment No. 5 to the Tender Offer Statement filed with the SEC on April 29, 2019 and by Amendment No. 6 to the Tender Offer Statement filed with the SEC on May 8, 2019 (together with any subsequent amendments and
supplements thereto, the “Schedule TO”), by Tesla, Inc., a Delaware corporation (“Tesla”), and Cambria Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of Tesla (the “Offeror”). This
Schedule TO relates to the offer by the Offeror to exchange for each outstanding share of common stock of Maxwell Technologies, Inc., a Delaware corporation (“Maxwell”), par value $0.10 per share (“Maxwell common stock” and such
shares of Maxwell common stock, “Maxwell shares”), validly tendered and not validly withdrawn in the offer, for a fraction of a share of Tesla common stock, par value $0.001 per share (which we refer to as “Tesla common stock”
and such shares of Tesla common stock, “Tesla shares”) equal to the quotient obtained by dividing $4.75 by the volume weighted average of the daily volume weighted average of the trading price of one (1) share of Tesla common stock as
reported on the Nasdaq Global Select Market for the five (5) consecutive trading days immediately preceding the second trading day prior to the date of the expiration of the offer, subject to the minimum, together with cash in lieu of any
fractional shares of Tesla common stock, without interest and less any applicable withholding taxes. In the event that the Tesla common stock price is equal to or less than $245.90, the minimum will apply and each share of Maxwell common stock
validly tendered and not validly withdrawn in the offer will be exchanged for 0.0193 of a share of Tesla common stock. The foregoing consideration, the “Offer Consideration,” and such offer, on the terms and subject to the conditions and
procedures set forth in the prospectus/offer to exchange, dated February 20, 2019 (the “Prospectus/Offer to Exchange”), and in the related letter of transmittal (the “Letter of Transmittal”), together with any amendments or
supplements thereto, the “Offer”.
Tesla has filed with the SEC a Registration Statement on
Form S-4
dated February 20, 2019, relating to the offer and sale of shares of Tesla common stock to be issued to holders of shares of Maxwell common stock validly tendered and not validly withdrawn
in the Offer (as amended, the “Registration Statement”). The terms and conditions of the Offer are set forth in the Prospectus/Offer to Exchange, which is a part of the Registration Statement, and the Letter of Transmittal, which were
filed as Exhibits (a)(4) and (a)(1)(A), respectively, to the Schedule TO. Pursuant to General Instruction F to Schedule TO, the information contained in the Prospectus/Offer to Exchange and the Letter of Transmittal, including any
prospectus supplement or other supplement thereto related to the Offer hereafter filed with the SEC by Tesla or the Offeror, is hereby expressly incorporated into the Schedule TO by reference in response to Items 1 through 11 of the Schedule TO
and is supplemented by the information specifically provided for in the Schedule TO. The Agreement and Plan of Merger, dated as of February 3, 2019, by and among Tesla, the Offeror and Maxwell, a copy of which is filed as Exhibit (d)(1) to
the Schedule TO, is incorporated into the Schedule TO by reference.
All information regarding the Offer as set forth in the Schedule
TO, including all exhibits and annexes thereto that were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment No. 7, except that such information is hereby amended and supplemented to the extent
specifically provided for herein and to the extent amended and supplemented by the exhibits filed herewith. Capitalized terms used but not defined in this Amendment No. 7 have the meanings ascribed to them in the Schedule TO.
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Item 1.
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Summary Term Sheet.
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Item 1 of the Schedule TO is hereby amended and supplemented by adding the text set forth below in Item 4.
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Item 4.
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Terms of the Transaction.
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Item 4(a) of the Schedule TO is hereby amended and supplemented by adding the following text thereto:
On May 13, 2019, Tesla announced the final Offer Consideration for the Offer to exchange all outstanding Maxwell common stock for shares of
Tesla common stock. Based on the terms of the merger agreement between Tesla and Maxwell, as well as the terms and conditions set forth in Tesla’s Offer materials and related letter of transmittal, if the Offer is completed on its currently
scheduled expiration date, each share of Maxwell common stock that is validly tendered in the Offer and not withdrawn prior to the expiration date of the Offer will be entitled to receive 0.0193 of a share of Tesla common stock, which represents the
quotient obtained by dividing $4.75 by a floor price of Tesla common stock equal to $245.90, together with cash in lieu of any fractional shares of Tesla common stock, without interest and less any applicable withholding taxes. The Offer is
scheduled to expire at 11:59 p.m., Eastern Time, on May 15, 2019, unless it is further extended or earlier terminated in accordance with the merger agreement between Tesla and Maxwell. The completion of the Offer remains subject to customary closing
conditions.
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Item 11.
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Additional Information.
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Item 11 of the Schedule TO is hereby amended and supplemented by adding the text set forth above in Item 4.
The Exhibit Index incorporated by reference in Item 12 of the Schedule TO is hereby amended by the addition of Exhibit (a)(5)(P) as set
forth below:
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(a)(5)(P)
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Press release issued by Tesla, dated May 13, 2019, relating to the offer consideration
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