TechTarget, Inc. Announces Commencement of Tender Offer to Repurchase up to 8.0 Million Shares of its Common Stock at Price o...
May 10 2016 - 7:49AM
Business Wire
TechTarget, Inc. (NASDAQ:TTGT) announced today that it has
commenced a tender offer to purchase up to 8.0 million shares of
its common stock at a price of $7.75 per share, which equals the
average of the daily volume-weighted average price of the Company’s
common stock traded on the NASDAQ Global Market during normal
market hours for each of the five trading days from May 2 through
May 6, 2016, as reported by S&P Capital IQ. The number of
shares proposed to be purchased in the tender offer represents
approximately 24.6% of the approximately 32.3 million shares of
TechTarget’s common stock issued and outstanding as of May 6, 2016.
The last reported sale price of TechTarget’s common stock on May 6,
2016, the last full trading day before TechTarget announced its
intention to commence the tender offer, was $7.99 per share.
The tender offer will expire at 5:00 p.m., New York City time,
on Wednesday, June 8, 2016, unless extended by TechTarget. Tenders
of shares must be made on or prior to the expiration of the tender
offer and may be withdrawn at any time on or prior to the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 is being distributed to stockholders.
On the terms and subject to the conditions of the tender offer,
TechTarget’s stockholders will have the opportunity to tender some
or all of their shares at a price of $7.75 per share. If
stockholders properly tender and do not properly withdraw more than
8.0 million shares, TechTarget will purchase shares tendered by
those stockholders owning fewer than 100 shares, without pro
ration, and all other shares tendered will be purchased on a pro
rata basis, as described in the Offer to Purchase that is being
distributed to stockholders. Stockholders whose shares are
purchased in the tender offer will be paid $7.75 per share, net in
cash, less any applicable withholding taxes and without interest,
promptly after the expiration of the tender offer period.
The tender offer will be financed with $50 million in proceeds
from the Company’s new senior secured credit facility and available
cash on hand.
Georgeson Securities Corporation is acting as the Dealer Manager
and the Information Agent is Georgeson LLC. The Depositary is
Computershare Trust Company, N.A. The Offer to Purchase, Letter of
Transmittal and related documents are being mailed to stockholders
of record and also will be made available for distribution to
beneficial owners of TechTarget’s common stock. For questions and
information, please call the Information Agent toll free at
866-203-9401.
None of TechTarget, its Board of Directors, the Information
Agent, the Dealer Manager or the Depositary is making any
recommendations to stockholders as to whether to tender or refrain
from tendering their shares into the tender offer. Stockholders
must make their own decisions as to how many shares they will
tender, if any. In so doing, stockholders should read and evaluate
carefully the information in the Offer to Purchase and in the
related Letter of Transmittal.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND
DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER
TO SELL SHARES OF TECHTARGET COMMON STOCK. THE TENDER OFFER
IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED MATERIALS THAT TECHTARGET WILL SHORTLY BE
DISTRIBUTING TO ITS STOCKHOLDERS AND FILING WITH THE SECURITIES AND
EXCHANGE COMMISSION. STOCKHOLDERS AND INVESTORS SHOULD READ
CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED
MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE
VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER.
STOCKHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE TENDER
OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND OTHER DOCUMENTS THAT TECHTARGET WILL SHORTLY BE
FILING WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE
COMMISSION’S WEBSITE AT WWW.SEC.GOV, THE INVESTOR
INFORMATION SECTION OF TECHTARGET’S WEBSITE AT
WWW.TECHTARGET.COM OR BY CALLING GEORGESON LLC, THE
INFORMATION AGENT FOR THE TENDER OFFER, TOLL-FREE AT 866-203-9401.
STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO
MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.
Forward Looking Statements
All statements contained in this release, other than statements
of historical fact, are forward-looking statements. These
statements are based on our current plans and expectations and
involve risks and uncertainties that could cause actual future
events or results to be different than those described in or
implied by such forward-looking statements, including risks and
uncertainties regarding: TechTarget’s stock price, changes in
financial markets; changes in economic, political or regulatory
conditions or other trends affecting the Internet and information
technology industries; changes in facts and circumstances and other
uncertainties concerning the completion of the tender offer; and
the ability of TechTarget to achieve the benefits contemplated by
the tender offer. Further information about these matters can be
found in our Securities and Exchange Commission filings. Except as
required by applicable law or regulation, we do not undertake any
obligation to update our forward-looking statements to reflect
future events or circumstances.
About TechTarget
TechTarget (NASDAQ: TTGT) is the Web’s leading destination for
serious technology buyers researching and making enterprise
technology decisions. Our extensive global network of online and
social media, powered by TechTarget’s Activity Intelligence™
platform, allows technology sales and marketing teams to leverage
real-time purchase intent data to more intelligently engage
technology buyers and prioritize follow-up based on active
projects, technical priorities and business needs. With more than
140 highly targeted technology-specific websites and a wide
selection of custom advertising, branding, lead generation and
sales enablement solutions, TechTarget delivers unparalleled reach
and innovative opportunities to drive technology sales and
marketing success around the world.
TechTarget has offices in Atlanta, Beijing, Boston, London,
Munich, Paris, San Francisco, Singapore and Sydney.
To learn how you can engage with serious technology buyers
worldwide, visit techtarget.com and follow us @TechTarget.
(C) 2016 TechTarget, Inc. All rights reserved. TechTarget and
the TechTarget logo are registered trademarks, and Activity
Intelligence is a trademark of TechTarget. All other trademarks are
the property of their respective owners.
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version on businesswire.com: http://www.businesswire.com/news/home/20160510006027/en/
TechTargetInvestor Inquiries:Janice Kelliher,
617-431-9449Chief Financial
Officerjkelliher@techtarget.comorMedia Inquiries:Garrett
Mann, 617-431-9371Director of Marketinggmann@techtarget.com
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