SEATTLE and
LINZ, Austria, Nov. 22,
2023 /PRNewswire/ -- Kontron America, Incorporated
("Kontron"), a global leader in IoT Technology, and Bsquare
Corporation (Nasdaq: BSQR) ("Bsquare"), an expert in developing and
deploying software technologies for the makers and operators of
connected devices, today jointly announced that Kontron Merger
Sub., Inc. ("Merger Sub"), a wholly owned subsidiary of Kontron,
has extended the expiration of its tender offer (the "Offer") to
acquire all of the outstanding shares of common stock of Bsquare
("Shares"), for $1.90 per Share, net
to the seller in cash, without interest and less any applicable
withholding taxes, pursuant to the Agreement and Plan of Merger,
dated as of October 11, 2023, by and
among Kontron, Bsquare, and Merger Sub (the "Merger
Agreement").
The Offer, which was previously scheduled to
expire at one minute after 11:59 p.m.,
Eastern Time, on November 21,
2023, has been extended until one minute after 11:59 p.m., Eastern Time, on December 6, 2023, unless the Offer is further
extended or earlier terminated pursuant to the terms of the Merger
Agreement. Except for the extension of the Offer, all other terms
and conditions of the Offer remain unchanged.
Broadridge Corporate Issuer Solutions, LLC
("Broadridge"), the depositary for the Offer, has indicated that as
of 6:00 p.m., Eastern Time, on
November 21, 2023, approximately
12,867,667 Shares had been validly tendered into and not validly
withdrawn from the Offer, representing approximately 64.76% of the
total outstanding Shares at such time, and an additional 120,742
Shares were tendered pursuant to guaranteed delivery procedures,
representing an additional approximately 0.61% of total outstanding
Shares at such time. Holders that have previously tendered their
Shares do not need to re-tender their Shares or take any other
action in response to this extension of the Offer.
The Merger Agreement requires that more than 66
2/3% of the sum of (i) the total outstanding Shares at the
expiration time of the Offer, plus (ii) the total number of Shares
that Bsquare is required to issue upon conversion, settlement,
exchange or exercise of its convertible securities at the
expiration time of the Offer, be tendered in the Offer. The Offer
is being extended in order to allow additional time for
shareholders of Bsquare to tender their Shares and for Shares
tendered by notice of guaranteed delivery to be received to meet
this minimum tender condition. The parties do not expect to require
additional time for the fulfillment of any other conditions of the
Offer.
Advisors
Barnes & Thornburg LLP serves as Kontron's
legal advisor.
Telegraph Hill BD LLC, the broker-dealer
subsidiary of Telegraph Hill Advisors, LLC, is acting as financial
advisor to Bsquare. DLA Piper LLP (US) serves as Bsquare's legal
advisor.
About Kontron
Kontron AG (www.kontron.com, ISIN AT0000A0E9W5,
WKN A0X9EJ, KTN) is a leading IoT technology company. For more than
20 years, Kontron has been supporting companies from a wide range
of industries to achieve their business goals with intelligent
solutions. From automated industrial operations, smarter and safer
transport to advanced communications, medical and energy solutions,
the company delivers technologies that add value for its customers.
Kontron is listed on the SDAX® and
TecDAX® of the German Stock Exchange and has around
4,500 employees with subsidiaries in more than 20 countries around
the world.
About Bsquare
Bsquare helps companies build connected products
that participate intelligently in their own security, deployment,
operation, and management, allowing its customers to realize the
full potential of a connected world. Bsquare has extensive
experience designing with Windows, Linux, Android, and other
embedded operating systems and now operates IoT networks ranging in
size from 50,000 to more than 1 million devices for its customers.
Bsquare's technology is powering devices that help people be
productive, enhance quality of life, and preserve the resources of
our planet. Bsquare serves a global customer base from offices
in Seattle, WA, and the United Kingdom. For more
information, visit www.bsquare.com.
Important Information for Investors and
Security Holders
The tender offer for all the outstanding common
stock of Bsquare referred to in this press release commenced on
October 24, 2023. The description
contained in this press release is neither an offer to purchase nor
a solicitation of an offer to sell any securities, nor is it a
substitute for the tender offer materials that Bsquare, Kontron and
Merger Sub have filed with the U.S. Securities and Exchange
Commission (the "SEC"). The solicitation and offer to buy the
common stock of Bsquare will only be made pursuant to the Offer to
Purchase, dated October 24, 2023 (the
"Offer to Purchase"), and related tender offer materials. At the
time the Offer was commenced, Kontron and Merger Sub filed a tender
offer statement on Schedule TO, and Bsquare filed a
solicitation/recommendation statement on Schedule 14D-9
with the SEC. THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO
PURCHASE, A RELATED LETTER OF TRANSMITTAL, AND CERTAIN OTHER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON
SCHEDULE 14D-9 CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTIONS AND THE PARTIES THERETO. INVESTORS AND ANY
SHAREHOLDERS OF BSQUARE ARE URGED TO READ THESE DOCUMENTS CAREFULLY
(AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME) BECAUSE
THEY CONTAIN IMPORTANT INFORMATION THAT INVESTORS AND SHAREHOLDERS
OF BSQUARE SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SHARES IN THE OFFER.
The Offer materials (including the Offer to
Purchase and the related Letter of Transmittal), as well as the
solicitation/recommendation statement are available for free on the
SEC's website at www.sec.gov. In addition to the Offer to Purchase,
the related Letter of Transmittal and certain other tender offer
documents, as well as the solicitation/recommendation Statement,
Bsquare files annual, quarterly, and current reports, proxy
statements and other information with the SEC. You may read any
reports, statements or other information filed by Kontron, Merger
Sub and Bsquare with the SEC for free on the SEC's website at
www.sec.gov. Copies of the documents filed with the SEC by Bsquare
are also available free of charge on Bsquare's internet website at
www.bsquare.com or by contacting Bsquare's Investor Relations
Department at 425-519-5900.
Forward Looking Statements
This press release contains statements that
constitute "forward looking statements," including statements that
express the opinions, expectations, beliefs, plans, objectives,
assumptions, or projections regarding future events or future
results, including statements regarding the consummation of the
Offer and proposed acquisition of Bsquare by Kontron (the "Proposed
Acquisition"), in contrast with statements that reflect historical
facts. In some cases, you can identify such forward-looking
statements by terminology such as "anticipate," "intend,"
"believe," "estimate," "plan," "seek," "project," or "expect,"
"may," "will," "would," "could," "potential," "intend," or
"should," the negative of these terms or similar expressions.
Forward-looking statements are based on management's current
beliefs and assumptions and on information currently available to
Kontron and Bsquare. However, these forward-looking statements are
not a guarantee of performance, and you should not place undue
reliance on such statements.
Forward-looking statements are subject to many
risks, uncertainties and other variable circumstances, including,
but not limited to, the ability of the parties to satisfy the
closing conditions for the Proposed Acquisition on a timely basis
or at all, including statements about the expected timetable for
completing the Proposed Acquisition; uncertainties as to how many
of Bsquare's shareholders will tender their shares in the Offer;
the possibility that competing offers will be made; the impact of
shareholder litigation relating to the transactions contemplated by
the Merger Agreement; the occurrence of events that may give rise
to a right of one or both of Kontron and Bsquare to terminate the
Merger Agreement; negative effects of the announcement of the
Proposed Acquisition on the market price of Bsquare's common stock
and/or on its business, financial condition, results of operations
and financial performance; the effects of the Proposed Acquisition
(or the announcement thereof) on Bsquare's ability to retain and
hire qualified professional staff and talent, including technical,
sales and management personnel; Bsquare's ability to execute its
development initiatives and sales and marketing strategies; the
extent to which Bsquare is successful in gaining new long-term
customers and retaining existing ones; whether Bsquare is able to
maintain its favorable relationship with Microsoft as a systems
integrator and distributor; Bsquare's success in leveraging
strategic partnering initiatives with companies such as Microsoft,
AWS and Intel; the ongoing impact of COVID-19 and recovery related
challenges on its business and on its customers and vendors; the
possibility that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the Proposed
Acquisition; and competition for clients and the increased
bargaining power of Bsquare's clients. Such risks and uncertainties
may cause the statements to be inaccurate and readers are cautioned
not to place undue reliance on such statements. Many of these risks
are outside of the control of Kontron and Bsquare and could cause
actual results to differ materially. The forward-looking statements
included in this filing are made only as of the date hereof.
Kontron and Bsquare do not undertake, and specifically decline, any
obligation to update any such statements or to publicly announce
the results of any revisions to any such statements to reflect
future events or developments, except as required by law.
A further description of risks and uncertainties
relating to Bsquare can be found in Bsquare's Annual Report on Form
10-K for the fiscal year ended December 31,
2022 and Quarterly Report on Form 10-Q for the quarter ended
September 30, 2023, as filed with the
SEC, and in other documents filed from time to time with the SEC by
Bsquare and available at www.sec.gov and www.bsquare.com.
Contact
Bsquare
Cheryl A. Wynne, CFO
Bsquare Corporation
investorrelations@bsquare.com
Kontron AG – Communications
Alexandra Kentros
Tel: +49 151 151 9388 1
group-pr@kontron.com
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