Polycom Announces Commencement of Tender Offer to Purchase up to $250M of its Common Stock
Polycom (Nasdaq: PLCM), the global leader in open, standards-based unified communication and collaboration (UC&C), today announced that it has commenced a modified “Dutch Auction” cash tender offer to purchase up to $250 million in value of its common stock at a price range that is not greater than $11.50 nor less than $10.00 per share. The number of shares proposed to be purchased in the tender offer (at the minimum purchase price of $10.00 per share) represents approximately 14.7 percent of the Company's outstanding common stock as of September 9, 2013.
The tender offer will expire at 5 p.m. New York City time, on October 30, 2013, unless extended. Tenders of shares of the Company's common stock must be made on or prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer. The tender offer is subject to a number of terms and conditions described in the Offer to Purchase that will be distributed to stockholders.
A modified “Dutch Auction” tender offer allows stockholders to indicate how many shares and at what price(s) they wish to tender their shares within the specified share price range. Based on the number of shares tendered and the prices specified by the tendering stockholders, Polycom will determine the lowest per share price within the range that will enable it to purchase $250 million of its common stock or such lower amount equal to the value of the shares that are properly tendered and not properly withdrawn. If, based on the final purchase price determined in the tender offer, more than $250 million in value of shares are properly tendered and not properly withdrawn, Polycom will purchase all shares tendered at or below the final purchase price on a pro rata basis as specified in the offer to purchase, subject to the “odd lot” and conditional tender offer provisions described in the Offer to Purchase. In accordance with the rules of the Securities and Exchange Commission, Polycom may increase the value of shares purchased in the offer and thereby increase the number of shares accepted for payment in the offer by no more than 2 percent of Polycom's outstanding shares without amending or extending the tender offer.
All shares that are purchased in the tender offer will be purchased at the same purchase price, including shares that are tendered at a lower price. Stockholders whose shares are purchased in the tender offer will be paid the purchase price in cash, less any applicable withholding taxes and without interest, promptly after the expiration of the tender offer. The tender offer is not contingent upon any minimum number of shares being tendered. However, the tender offer is subject to a number of other conditions specified in the Offer to Purchase that will be distributed to Polycom's stockholders.
MacKenzie Partners, Inc. is the Information Agent for the tender offer and any questions concerning the tender offer or requests for copies of the Offer to Purchase, Letter of Transmittal and related documents should be directed to MacKenzie Partners, Inc. by calling (212) 929-5500 (banks and brokerage firms) or (800) 322-2885 (all others toll-free). The Dealer Manager for the offer is Morgan Stanley & Co. LLC. Questions concerning the tender offer may be directed to Morgan Stanley & Co. LLC at (855) 483-0952 (toll-free). Computershare Trust Company, N.A. is the Depositary for the tender offer. The Offer to Purchase, Letter of Transmittal and related documents are being mailed to registered stockholders and also will be made available for distribution to beneficial owners of Polycom's common stock.
Neither Polycom, nor any member of its board of directors, nor the Dealer Manager, the Depositary or the Information Agent is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares into the tender offer or as to the price or prices at which stockholders may choose to tender their shares. Stockholders must make their own decisions as to how many shares they will tender, if any, and the price, within the stated range, at which they will offer their shares for purchase by the Company.
Polycom's directors and executive officers have advised Polycom that they do not intend to tender their shares of Polycom's common stock in the tender offer.
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