OneSpan Inc. Announces Preliminary Results of Tender Offer
12 Décembre 2023 - 3:00PM
Business Wire
OneSpan Inc. (Nasdaq: OSPN) (“OneSpan” or the “Company”)
announced today the preliminary results of its modified “Dutch
auction” tender offer to purchase up to $20 million of its common
stock, par value $0.001 per share (the “common stock” or the
“shares”), subject to its right to purchase up to an additional 2%
of its outstanding shares of common stock, for cash at a price per
share not less than $9.50 and not greater than $11.00. The tender
offer expired at 12:00 midnight, at the end of the day, New York
City time, on December 11, 2023.
Based on the preliminary count by Broadridge Corporate Issuer
Solutions, LLC, the depositary for the tender offer (the
“Depositary”), a total of 3,155,307 shares of OneSpan’s common
stock were properly tendered and not properly withdrawn at or below
the purchase price of $10.50 per share.
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 2,380,841 shares of its common stock at a price
of $10.50 per share, for an aggregate cost of approximately $25.0
million, excluding fees, expenses and excise tax relating to the
tender offer. Included in the 2,380,841 shares that the Company
expects to purchase are 476,079 shares that the Company has elected
to purchase pursuant to its right to purchase up to an additional
2% of its outstanding shares of common stock. The 2,380,841 shares
that the Company expects to accept for purchase represent
approximately 6% of the Company’s shares outstanding as of November
9, 2023. The Company has been informed by the Depositary that the
preliminary proration factor for the tender offer is approximately
75%.
The tender offer was announced by the Company on November 13,
2023 with a price range of $9.50 to $11.00. The number of shares to
be purchased and the purchase price are preliminary and subject to
change. The preliminary information contained in this press release
is subject to confirmation by the Depositary and is based on the
assumption that all shares tendered through notice of guaranteed
delivery will be delivered within the two-trading day settlement
period. The final number of shares to be purchased, the final
purchase price per share and the final total purchase price will be
announced following the expiration of the guaranteed delivery
period and completion by the Depositary of the confirmation
process. Payment for the shares accepted for purchase under the
tender offer, and return of all other shares tendered and not
purchased, will occur promptly thereafter.
The Company may, in the future, decide to purchase additional
shares of our common stock in the open market, subject to market
conditions, and through private transactions, tender offers or
otherwise subject to applicable law. Any such purchases may be on
the same terms as, or on terms that are more or less favorable to
stockholders than, the terms of the tender offer. Whether the
Company makes additional repurchases in the future will depend on
many factors, including but not limited to the Company’s business
and financial performance and situation, the business and market
conditions at the time, including the price of shares of the
Company’s common stock, and such other factors as the Company may
consider relevant.
Certain Information Regarding the Tender Offer
The information in this press release describing the tender
offer is for informational purposes only and does not constitute an
offer to buy or the solicitation of an offer to sell shares of
common stock in the tender offer. The tender offer was made only
pursuant to the Offer to Purchase and the related materials that
the Company filed with the SEC, as amended or supplemented.
Stockholders who have questions or would like additional
information about the tender offer may contact the information
agent for the tender offer, Broadridge Corporate Issuer Solutions,
LLC, toll-free at (855) 793-5068.
About OneSpan
OneSpan helps organizations accelerate digital transformations
by enabling secure, compliant, and refreshingly easy customer
agreements and transaction experiences. Organizations requiring
high assurance security, including the integrity of end-users and
the fidelity of transaction records behind every agreement, choose
OneSpan to simplify and secure business processes with their
partners and customers. Trusted by global blue-chip enterprises,
including more than 60% of the world’s largest 100 banks, OneSpan
processes millions of digital agreements and billions of
transactions in 100+ countries annually.
For more information, go to www.onespan.com. You can also follow
@OneSpan on Twitter or visit us on LinkedIn and Facebook.
Forward-Looking Statements
This press release contains forward-looking statements. Any
statements about our expectations, beliefs, plans, predictions,
forecasts, objectives, assumptions or future events or performance
are not historical facts and may be forward-looking. You can
identify forward-looking statements by the use of forward-looking
terminology such as “believes,” “expects,” “could,” “may,” “will,”
“should,” “seeks,” “likely,” “intends,” “plans,” “pro forma,”
“projects,” “estimates” or “anticipates” or the negative of these
words and phrases or similar words or phrases that are predictions
of or indicate future events or trends and that do not relate
solely to historical matters. You can also identify forward-looking
statements by discussions of strategy, plans or intentions.
Forward-looking statements involve numerous risks and uncertainties
and you should not rely on them as predictions of future events.
Forward-looking statements depend on assumptions, data or methods
that may be incorrect or imprecise and we may not be able to
realize them. We do not guarantee that the transactions and events
described will happen as described (or that they will happen at
all). Investors are cautioned that such statements are predictions
and that actual events or results may differ materially. Factors
that could materially affect our business and financial results
include, but are not limited to, the factors described in the
forward-looking statement disclosure and “Risk Factors” section of
our most recent Annual Report on Form 10-K, as updated by the “Risk
Factors” section of our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023. We do not have any intent, and
disclaim any obligation, to update the forward-looking information
to reflect events that occur, circumstances that exist or changes
in our expectations after the date of this press release, except as
required by law.
Copyright© 2023 OneSpan North America Inc., all rights reserved.
OneSpan™ is a registered or unregistered trademark of OneSpan North
America Inc. or its affiliates in the U.S. and other countries.
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version on businesswire.com: https://www.businesswire.com/news/home/20231212153236/en/
Investor Contact: Joe Maxa Vice President of Investor
Relations +1-312-766-4009 joe.maxa@onespan.com
OneSpan (NASDAQ:OSPN)
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