BOX INC BOX

election_required = True...at or below the Purchase Price and not validly withdrawn, we will purchase Shares as follows: • first, from all holders of “odd lots” of less than 100 Shares who validly tender all of their Shares at prices at or below the Purchase Price determined by us who complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; • second, from all other stockholders who validly tender Shares at prices at or below the Purchase Price determined by us, on a pro rata basis (except for stockholders who tendered Shares conditionally for which the condition was not satisfied); and • third, only if necessary to p...

expiry = 2021-06-29...Inc. of Up to $500,000,000 in Value of Shares of its Class A Common Stock at a Purchase Price not less than $22.75 nor greater than $25.75 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON JUNE 29, 2021, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”). Box, Inc., a Delaware corporation (the “Company”, “Box”, “we”, “our” or “us”), invites our stockholders to tender up to $500...

listed = True...ith the Offer with the proceeds of the Strategic Investment and available cash. The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to other conditions. See Sections 2, 7 and 9. The Shares are listed and traded on the New York Stock Exchange (the “NYSE”) under the symbol “BOX.” On June 1, 2021, the last full trading day before the announcement of the Offer, the last reported sale price of our Shares on the NYSE was $23.97 per Share. Stockholders are urged to obtain current market quotations for the Shares before deciding whether and at what price to tender their Shares. See Section 8....

mechanism = DUTCH...h the proceeds of the Strategic Investment and available cash. See Section 2. On May 27, 2021, the Board unanimously determined to use substantially all of the proceeds from the Strategic Investment to repurchase Shares, which was expected to occur through a “modified Dutch auction” tender offer. The purpose of the Offer is to return capital to our stockholders. In particular, the Board believes the “modified Dutch auction” tender offer set forth in this Offer to Purchase is a mechanism that will provide all Company stockholders with the opportunity to tender all or a portion of their Shares if they so elect at a p...

must_tender_all = True...purchase price of Shares as we may elect to purchase, subject to applicable law) are validly tendered at or below the Purchase Price and not validly withdrawn, we will purchase Shares as follows: • first, from all holders of “odd lots” of less than 100 Shares who validly tender all of their Shares at prices at or below the Purchase Price determined by us who complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; • second, from all other stockholders who validly tender Shares at prices at or below the Purchase Price determined by us, on a pro rata basis (excep...

price = USD 22.75-25.75...es of our Class A Common Stock, par value $0.0001 per share (each, a “Share,” and collectively, the “Shares”), for purchase by us at a price calculated as described herein that is not less than $22.75 and not greater than $25.75 per Share, to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (wh...

priority = True...in the related Letter of Transmittal (which, as they may be amended or supplemented from time to time, together constitute the “Offer”). Promptly following the Expiration Time, we will, upon the terms and subject to the conditions of the Offer, including the provisions relating to “odd lot” priority, proration and conditional tenders described in the Offer, determine a single price per Share (the “Purchase Price”), which will be not less than $22.75 and not greater than $25.75 per Share, that we will pay for Shares purchased in the Offer. The Purchase Price will be the lowest price per Share of not less than $22.75 and not greater t...

threshold = 100...e of those Shares will be purchased even if they are tendered at or below the Purchase Price. Odd Lots. The term “Odd Lots” means all Shares validly tendered prior to the Expiration Time at prices at or below the Purchase Price and not withdrawn by any person who owned beneficially or of record a total of fewer than 100 Shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on 18 Table of Contents the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this Odd Lot preference, an Odd Lot Holder must tender all Shares owned by such Odd Lot Holder in accordance with the procedures described in Section 3....

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d183655dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by Box, Inc. of Up to $500,000,000 in Value of Shares of its Class A Common Stock at a Purchase Price not less than $22.75 nor greater than $25.75 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON JUNE 29, 2021, UNLESS THE OFFER IS EXTENDED OR...