GlobalSCAPE Announces Preliminary Results of its Modified Dutch Auction Tender Offer
20 Septembre 2018 - 2:58PM
Business Wire
GlobalSCAPE, Inc. (NYSE American: GSB), (“GlobalSCAPE” and/or
the “Company”) today announced the preliminary results of its
previously announced modified Dutch auction tender offer (“Tender
Offer”) to purchase up to $15,000,000 in value of shares of its
common stock, par value $0.001 per share (the “Shares”) at a
purchase price not greater than $4.50 nor less than $4.00 per
share. The Tender Offer expired at 12:00 midnight, New York City
time, on Wednesday, September 19, 2018.
Based on the preliminary count by American Stock Transfer &
Trust Company, the Depositary for the Tender Offer, approximately
5.2 million Shares were properly tendered and not withdrawn, at or
below the final purchase price of $4.20 per Share, including
approximately 146,000 Shares that were tendered through notice of
guaranteed delivery.
In accordance with the terms and conditions of the Tender Offer
and based on the preliminary count by the Depositary, the Company
expects to acquire approximately 4 million Shares at a price of
$4.20 per Share, for an aggregate cost of approximately $16.9
million, excluding fees and expenses relating to the Tender Offer.
Included within the Shares expected to be accepted for purchase are
approximately 440,000 Shares that the Company elected to purchase
pursuant to its right to increase the size of the Tender Offer by
up to 2.0% of the Company’s outstanding common stock. As such, the
Company has been informed by the Depositary that the preliminary
proration factor for the Tender Offer is approximately 77%. The
Shares expected to be acquired represent approximately 18% of the
total number of Shares issued and outstanding as of September 19,
2018. The Company anticipates that, based on such preliminary
results, Shares tendered at or above $4.30 per Share will not be
acquired.
Following consummation of the Tender Offer, the Company expects
to have approximately 18 million Shares outstanding.
The number of Shares tendered and not withdrawn is preliminary
and is subject to verification by the Depositary and to the proper
delivery of all Shares tendered and not properly withdrawn
(including Shares tendered pursuant to guaranteed delivery
procedures which are assumed to be delivered with the two-trading
day settlement period). The actual number of Shares validly
tendered and not withdrawn will be announced promptly following
completion of the verification process. Promptly after such
announcement, the Depositary will issue payment for the Shares
validly tendered and accepted under the Tender Offer, and return
all other Shares tendered and not purchased. Payment for Shares
will be made in cash, without interest.
As noted in the offer to purchase relating to the Tender Offer,
the Company may also purchase additional Shares in the future in
the open market subject to market conditions. The Company may also
purchase Shares in private transactions, tender offers, or
otherwise. Under applicable securities laws, however, the Company
may not purchase any Shares until after October 3, 2018. Any future
purchases of Shares by the Company will depend on many factors,
including the market price of the Shares, the results of the Tender
Offer, results of operations, financial position and capital
requirements, general business conditions, legal, tax and
regulatory constraints or restrictions, any contractual
restrictions and other factors it deems relevant.
Stephens Inc. is serving as sole dealer manager for the Tender
Offer. Investor questions concerning the Tender Offer may be
directed to the information agent, D.F. King & Co., Inc., at
(877) 297-1744 or email globalscape@dfking.com.
About GlobalSCAPE, Inc.
GlobalSCAPE, Inc. (NYSE American: GSB) is a pioneer in securing
and automating the movement and integration of data seamlessly in,
around and outside your business, between people and places, in and
out of the cloud. GlobalSCAPE provides technology that automates
your work and secures your data, while giving visibility to those
who need it. GlobalSCAPE makes business flow brilliantly.
Safe Harbor Statement
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. The words
“would,” “exceed,” “should,” “anticipates,” “believe,” “expect,”
and variations of such words and similar expressions identify
forward-looking statements, but their absence does not mean that a
statement is not a forward-looking statement. These forward-looking
statements are based upon the Company’s current expectations and
are subject to a number of risks, uncertainties and assumptions.
The Company undertakes no obligation to update any forward-looking
statements, whether as a result of new information, future events
or otherwise. Among the important factors that could cause the
actual results of the operations or financial condition of the
Company to differ materially from those expressed or implied by
forward-looking statements include, but are not limited to, the
overall level of consumer spending on our products; general
economic conditions and other factors affecting consumer
confidence; disruption and volatility in the global capital and
credit markets; the Company’s ability to protect patents,
trademarks and other intellectual property rights; any breaches of,
or interruptions in, our information systems’ legal, regulatory,
political and economic risks in international markets; the results
of our reduction in force; the discovery of additional information
relevant to the internal investigation; the conclusions of the
Company’s Audit Committee (and the timing of the conclusions)
concerning matters relating to the internal investigation; the
possibility that additional errors relevant to the recently
completed restatement may be identified; pending litigation and
other proceedings and the possibility of further legal proceedings
adverse to the Company resulting from the restatement or related
matters; the costs associated with the restatement and the
investigation, pending litigation and other proceedings and
possible future legal proceedings; reduction in our cash and cash
equivalents as a result of the Tender Offer; and our decreased
“public float” (the number of Shares owned by non-affiliate
stockholders and available for trading in the securities markets)
as a result of the Tender Offer and other share repurchases. More
information on potential factors that could affect the Company’s
financial results is included from time to time in the Company’s
public reports filed with the SEC, including the Company’s Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current
Reports on Form 8-K. All forward-looking statements included in
this press release are based upon information available to the
Company as of the date of this press release and speak only as of
the date hereof.
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GlobalSCAPE Investor Relations
Contactir@GlobalSCAPE.comorGlobalSCAPE Public Relations
ContactZintel Public RelationsMatthew
Zintelmatthew.zintel@zintelpr.com
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