BELLEVUE, Wash., March 13, 2014 /PRNewswire/ -- Outerwall
Inc. (Nasdaq: OUTR) today announced the final results of its
modified "Dutch Auction" self-tender offer for the purchase of up
to $350 million in value of shares of
its common stock, which expired at 12:00 Midnight, New York City time, at the end of the day of
March 7, 2014.
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Based on the final count by Computershare Trust Company, N.A.,
the depositary for the tender offer, Outerwall accepted for payment
an aggregate of 5,291,701 shares of its common stock at a final
purchase price of $70.07 per share,
for an aggregate cost of approximately $370.8 million, excluding fees and expenses
relating to the tender offer. The shares accepted for purchase in
the tender offer include shares accepted through Outerwall's
exercise of its right to upsize the tender offer by up to 2% of its
outstanding shares.
The aggregate number of shares purchased in the tender offer by
Outerwall represented approximately 20.6% of its outstanding shares
of common stock as of March 11, 2014.
Following settlement of the tender offer, Outerwall has
approximately 20,392,395 shares outstanding.
"We are happy with the success of our tender offer," said chief
executive officer J. Scott Di
Valerio. "Its completion demonstrates our commitment to
delivering stockholder returns as we optimize capital allocation
and drive for overall value creation, while expressing confidence
in our business and long-term growth potential."
The depositary will promptly issue payment for shares validly
tendered and accepted for purchase in accordance with applicable
law. Shares tendered and not accepted for purchase will be returned
promptly to stockholders by the depositary in accordance with
applicable law.
Morgan Stanley & Co. LLC acted as the dealer manager for the
tender offer. Stockholders who have questions about the tender
offer may call Innisfree M&A Incorporated, the information
agent for the tender offer, at (888) 750-5834 or collect at (212)
750-5833 (for banks and brokers).
About Outerwall Inc.
Outerwall Inc. (Nasdaq: OUTR) has more than 20 years of
experience creating some of the most profitable spaces for their
retail partners. The company mission is to create a better everyday
by delivering breakthrough kiosk experiences that delight consumers
and generate revenue for retailers. As the company that brought
consumers Redbox® entertainment, Coinstar® money services, and
ecoATM® electronics recycling kiosks, Outerwall is leading the
next generation of automated retail and paving the way for
inventive, scalable businesses. Outerwall™ kiosks are in
neighborhood grocery stores, drug stores, mass merchants, malls,
and other retail locations in the United
States, Canada,
Puerto Rico, the United Kingdom, and Ireland. Learn more at www.outerwall.com.
Forward-Looking Statements
Certain statements in this release are "forward-looking
statements". The words "will," "expect," "intend," and variations
of such words, and similar expressions identify forward-looking
statements, but their absence does not mean that a statement is not
forward-looking. The forward-looking statements in this release
include statements regarding the number of and the payment for
shares being repurchased in the tender offer and other actions
relating to the tender offer. Forward-looking statements are not
guarantees of future actions or events, which may vary materially
from those expressed or implied in such statements. Differences may
result from actions taken by Outerwall or its management, as well
as from risks and uncertainties beyond Outerwall's control,
including relating to third parties such as the depositary and the
stockholders. Such actions, risks, and uncertainties include
uncertainties relating to the tender offer (including payment for
and return of shares), changes to Outerwall's financing
arrangements, Outerwall's financial results and condition, and
changes in financial markets and regulatory and economic
conditions. The foregoing list of actions, risks and uncertainties
is illustrative but by no means exhaustive. For more information on
factors that may affect Outerwall, please review "Risk Factors" and
other disclosures described in Outerwall's most recent Annual
Report on Form 10-K, as well as other public filings with the SEC.
These forward-looking statements reflect Outerwall's expectations
as of the date of this release. Outerwall undertakes no obligation
to update the information provided herein.
SOURCE Outerwall Inc.