Aware, Inc. Announces Preliminary Results of Dutch Auction Tender Offer
Published April 21st, 2009
Aware, Inc. , a leading supplier of broadband technology and biometrics software, today announced the preliminary results of its modified Dutch Auction tender offer, which expired at 5 p.m., New York City time, on Friday, April 17, 2009.
In accordance with the terms and conditions of the tender offer, and based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer, Aware expects to purchase approximately 3,696,072 shares of its common stock (including the associated preferred share purchase rights) at a price of $2.60 per share, for a total cost of approximately $9.6 million (excluding fees and expenses relating to the tender offer). The approximately 3,696,072 shares expected to be purchased are comprised of the 3,500,000 shares Aware offered to purchase and approximately 196,072 shares to be purchased pursuant to Aware’s right to purchase up to an additional 2% of the shares outstanding immediately prior to the commencement of the tender offer. The approximately 3,696,072 shares expected to be purchased represent approximately 15.8% of the shares outstanding on April 17, 2009.
These results reflect that a total of approximately 3,696,072 shares of common stock (including the associated preferred share purchase rights) were validly tendered and not withdrawn at a price of $2.60 or less per share, including approximately 198,333 shares tendered by notice of guaranteed delivery. Stockholders who tendered their shares by delivering a notice of guaranteed delivery prior to the expiration of the tender offer must deliver the related shares and required documents to the depositary within three business days of their execution of the notice of guaranteed delivery.
The number of shares to be purchased and the price per share under the tender offer are preliminary. Final results for the tender offer will be determined following the expiration of the guaranteed delivery period subject to confirmation by the depositary of the proper delivery of the shares validly tendered and not withdrawn. The actual number of shares to be purchased and the price per share will be announced following the completion of the confirmation process. Payment for the shares accepted for purchase, and return of all other shares tendered and not purchased, will commence promptly thereafter.
Georgeson Securities Corporation is acting as the dealer manager for the tender offer and the information agent is Georgeson Inc. For questions and information about the tender offer, please call the information agent toll-free at (800) 262-0158.
