OneSpan Inc. (Nasdaq: OSPN), (“OneSpan” or the “Company”)
announced today that it has commenced a modified “Dutch auction”
tender offer (the “Tender Offer”) to purchase for cash
approximately $20 million of its common stock (the “Common Stock”)
at a price per share not less than $9.50 and not greater than
$11.00, less any applicable withholding taxes and without interest,
using available cash on hand. On November 10, 2023, the closing
price of the Common Stock was $9.52 per share. The Tender Offer
will expire at 12:00 midnight, at the end of the day, New York City
time, on December 11, 2023, unless extended or earlier
terminated.
OneSpan’s Board of Directors (the “Board”) approved a share
repurchase program of up to $50 million (the “2022 Stock Repurchase
Program”) in May 2022. As of November 9, 2023, the remaining
capacity under the 2022 Stock Repurchase Program was approximately
$40.8 million. The repurchase of Common Stock in the Tender Offer
is being made pursuant to the 2022 Stock Repurchase Program.
If the Tender Offer is fully subscribed, the Company will
purchase between approximately 1.8 million shares and 2.1 million
shares, or between 4.6% and 5.3%, respectively, of the Company’s
currently outstanding Common Stock. If shares having an aggregate
purchase price of more than $20 million are properly tendered in
the Tender Offer and not properly withdrawn, the Company reserves
the right to accept for purchase pursuant to the Tender Offer up to
an additional 2% of its outstanding Common Stock without extending
the expiration date of the Tender Offer. Any shares tendered may be
withdrawn prior to expiration of the Tender Offer. Stockholders
that do not wish to participate in the Tender Offer do not need to
take any action. None of our directors or executive officers will
tender any of their shares in the Tender Offer.
A modified “Dutch auction” tender offer allows stockholders to
indicate how many shares of Common Stock 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
per-share price that will enable it to acquire approximately $20
million of Common Stock. All shares accepted in the Tender Offer
will be purchased at the same price even if tendered at a lower
price.
To tender shares of Common Stock, stockholders must follow the
instructions described in the “Offer to Purchase” and the “Letter
of Transmittal” that the Company is filing with the U.S. Securities
and Exchange Commission (the “SEC”). These documents contain
important information about the terms and conditions of the Tender
Offer.
The Tender Offer will not be contingent upon any minimum number
of shares being tendered or any financing conditions. The Tender
Offer will, however, be subject to other conditions.
The Board has authorized the Tender Offer. However, none of the
Company, the Board, the dealer manager, the information agent and
depositary for the Tender Offer or any of their respective
affiliates are making any recommendation to stockholders as to
whether to tender or refrain from tendering their shares in the
Tender Offer or as to the price at which stockholders may choose to
tender their shares. No person is authorized to make any such
recommendation. Stockholders must decide how many shares they will
tender, if any, and the price within the stated range at which they
will offer their shares for purchase. In doing so, stockholders
should read carefully the information in, or incorporated by
reference in, the Offer to Purchase and the Letter of Transmittal
(as they may be amended or supplemented), including the purposes
and effects of the Tender Offer. Stockholders are urged to discuss
their decisions with their own tax advisors, financial advisors
and/or brokers.
B. Riley Securities, Inc. is acting as dealer manager for the
Tender Offer. The information agent and depositary for the Tender
Offer is Broadridge Corporate Issuer Solutions, LLC. The Offer to
Purchase, the Letter of Transmittal and related documents will be
mailed to registered holders. Beneficial holders will receive the
Offer to Purchase and a communication from their bank, broker or
custodian. For questions and information, please call the
information agent toll-free at (855) 793-5068.
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 is being made
only pursuant to the Offer to Purchase and the related materials
that the Company is filing with the SEC, and will distribute to its
stockholders, as they may be amended or supplemented. Stockholders
should read such Offer to Purchase and related materials carefully
and in their entirety because they contain important information,
including the various terms and conditions of the Tender Offer.
Stockholders of the Company may obtain a free copy of the Tender
Offer statement on Schedule TO, the Offer to Purchase and other
documents that the Company is filing with the SEC from the SEC’s
website at www.sec.gov. Stockholders also will be able to obtain a
copy of these documents, without charge, from Broadridge Corporate
Issuer Solutions, LLC, the information agent for the Tender Offer,
toll free at (855) 793-5068. Stockholders are urged to carefully
read all of these materials prior to making any decision with
respect to the Tender Offer. Stockholders and investors who have
questions or need assistance may call Broadridge Corporate Issuer
Solutions, LLC.
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 within
the meaning of applicable U.S. securities laws, including
statements about the tender offer, including the value of the
shares of common stock to be offered to purchase in the tender
offer and whether the tender offer is actually consummated.
Forward-looking statements may be identified by words such as
"seek", "believe", "plan", "estimate", "anticipate", “expect",
"intend", "continue", "outlook", "may", "will", "should", look
forward” "could", or "might", and other similar expressions. These
forward-looking statements involve risks and uncertainties, as well
as assumptions that, if they do not fully materialize or prove
incorrect, could cause our results to differ materially from those
expressed or implied by such forward-looking statements. 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/20231113165430/en/
Investor Contact: Joe Maxa Vice President of Investor
Relations +1-312-766-4009 joe.maxa@onespan.com
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