Terms include repurchase of up to $15 million
in value of common stock at a purchase price between $4.00 and
$4.50 per share
GlobalSCAPE, Inc. (NYSE American: GSB) (“GlobalSCAPE” and/or the
“Company”) today announced its plan to launch a 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. On August 20, 2018, the closing price of the
Company’s common stock was $3.47 per share. The Tender Offer is
expected to commence in the next few days and will remain open for
20 business days.
A modified Dutch auction tender offer allows stockholders to
indicate how many Shares and at what price within the range
described above they wish to tender their Shares. Based on the
number of Shares tendered and the prices specified by the tendering
stockholders, the Company will determine the lowest price per share
(the “Purchase Price”) that will enable it to purchase $15,000,000
in value of Shares at such price, or a lower amount depending on
the number of Shares that are properly tendered and not properly
withdrawn prior to the expiration date. All Shares purchased in the
Tender Offer will be purchased at the same Purchase Price, even if
the stockholder tendered at a lower price. If the Tender Offer is
fully subscribed, the Company will have purchased approximately
15.2 percent to 17.1 percent of outstanding Shares as of August 20,
2018.
If the number of Shares properly tendered at or below the
Purchase Price and not properly withdrawn prior to the expiration
date would result in an aggregate purchase price of more than
$15,000,000, the Company will purchase Shares tendered at or below
that price on a pro rata basis. The Tender Offer will not be
conditioned upon any minimum value of Shares being tendered or
contain any financing conditions. The Company intends to fund the
Purchase Price of the Shares using available cash.
While the Company’s Board of Directors has authorized the
Company to make the Tender Offer, neither the Company, nor its
Board of Directors, makes any recommendation to any stockholder as
to whether to tender or refrain from tendering any Shares or as to
the price or prices at which stockholders may choose to tender
their Shares. The Company has not authorized any person to make any
such recommendation. Stockholders must decide whether to tender
their Shares and, if so, how many Shares to tender and at what
price or prices to tender. In doing so, stockholders should
carefully evaluate all of the information included or incorporated
by reference in the Tender Offer documents (as they may be amended
or supplemented), when available, before making any decision with
respect to the Tender Offer, and should consult their own broker or
other financial and tax advisors.
The Company’s directors and executive officers, and their
respective affiliates, are entitled to participate in the Tender
Offer on the same basis as all other stockholders. Thomas W. Brown,
David L. Mann, Robert Alpert and C. Clark Webb, directors of the
Company, have indicated that they intend to participate in the
Tender Offer, although no final decision has been made as to the
amount of Shares to be tendered. We are not aware of any other
officers or directors that have determined to participate in the
Tender Offer at this time. In addition, 210/GSB Acquisition
Partners, LLC, an entity affiliated with Robert Alpert and C. Clark
Webb, and a holder of approximately 18% of the outstanding Shares,
has indicated that it has not made a determination at this time as
to whether it will participate in the Tender Offer.
“GlobalSCAPE believes this Tender Offer provides an efficient
mechanism for shareholders looking to monetize all, or a portion
of, their stock at a potential premium to the Company’s current
share price, and is consistent with its long-term goal of
maximizing shareholder value,” said Matt Goulet, President and CEO
of GlobalSCAPE.
Stephens Inc. will serve as sole dealer manager for the Tender
Offer. D.F. King & Co., Inc. will serve as information agent
for the Tender Offer. Stockholders with questions, or who would
like to receive additional copies of the Tender Offer documents
once they are available, may call 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. For more
information, visit http://www.globalscape.com or follow the blog
and Twitter updates.
Additional Information Regarding the Tender Offer
The Tender Offer described in this press release has not yet
commenced. This press release is for informational purposes only.
This press release is not a recommendation to buy or sell Shares or
any other securities, and it is neither an offer to purchase nor a
solicitation of an offer to sell Shares or any other securities. On
the commencement date of the Tender Offer, a Tender Offer statement
on Schedule TO, including an offer to purchase, a letter of
transmittal and related materials, will be filed with the United
States Securities and Exchange Commission (the “SEC”) by the
Company. The Tender Offer will only be made pursuant to the offer
to purchase, the letter of transmittal and related materials filed
as a part of the Schedule TO. Stockholders should read carefully
the offer to purchase, letter of transmittal and related materials
(including the documents and information incorporated by reference
therein) because they contain important information, including the
various terms of, and conditions to, the Tender Offer. Once the
Tender Offer is commenced, stockholders will be able to obtain a
free copy of the Tender Offer statement on Schedule TO, the offer
to purchase, letter of transmittal and other documents that the
Company will be filing with the SEC at the SEC’s website at
www.sec.gov or by calling or emailing D.F. King & Co., Inc.,
the information agent for the Tender Offer, at (877) 297-1744 or
email globalscape@dfking.com. Stockholders are urged to read these
materials, when available, carefully prior to making any decision
with respect to the Tender Offer.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20180820005630/en/
GlobalSCAPEPress ContactLisa Kilpatrick,
210-308-8267PR@GlobalSCAPE.comorInvestor Relations
ContactMatt Glover or Najim Mostamand, CFA,
949-574-3860IR@GlobalSCAPE.com
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