BELLEVUE, Wash., Mar. 10, 2014 /PRNewswire/ -- Outerwall Inc.
(Nasdaq: OUTR) today announced the preliminary 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 preliminary count by Computershare Trust Company,
N.A., the depositary for the tender offer, a total of 5,301,040
shares of Outerwall's common stock were properly tendered and not
properly withdrawn at or below the final purchase price of
$70.07 per share, including 3,057,426
shares that were tendered through notice of guaranteed
delivery.
In accordance with the terms and conditions of the tender offer,
and based on the preliminary count by the depositary, Outerwall
expects to accept for purchase 5,301,040 shares of its common stock
at a purchase price of $70.07 per
share, for an aggregate cost of approximately $371.4 million, excluding fees and expenses
relating to the tender offer. The 5,301,040 shares expected to be
purchased in the tender offer represent approximately 20.6% of
Outerwall's outstanding shares of common stock as of March 6, 2014. Based on these preliminary
numbers, Outerwall anticipates that following settlement of the
tender offer, it will have approximately 20,380,731 shares
outstanding. The total amount of shares expected to be purchased in
the tender offer includes Outerwall's right to upsize the tender
offer by up to 2% of its outstanding shares.
The number of shares expected to be purchased in the tender
offer and the purchase price are preliminary and subject to change.
The preliminary information contained in this press release is
subject to confirmation by the depositary and is based on the
assumption that all shares tendered through notice of guaranteed
delivery will be delivered within the three business day guaranteed
delivery period. The final number of shares to be purchased and the
final purchase price will be announced following the expiration of
the guaranteed delivery period and the completion by the depositary
of the confirmation process. Payment for the shares accepted for
purchase pursuant to the tender offer, and the return of all other
shares tendered and not purchased, will occur promptly thereafter,
and payment will be made in cash, less any applicable withholding
taxes and without interest.
Stockholders who have questions about the tender offer may call
Morgan Stanley & Co. LLC, the dealer manager for the tender
offer, at (855) 483-0952, or 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
forwardlooking. The forward-looking statements in this release
include statements regarding the number of shares to be repurchased
in the tender offer, the pricing of the tender offer and other
terms, conditions and 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 stockholders (including
receipt of guaranteed deliveries). Such actions, risks, and
uncertainties include uncertainties relating to the tender offer
(including those described in the tender offer materials), 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 forwardlooking statements
reflect Outerwall's expectations as of the date of this release.
Outerwall undertakes no obligation to update the information
provided herein.
Media, Marci Maule, Director of
Public Relations, 425-943-8277, marci.maule@outerwall.com;
Financial Analysts and Investors, Rosemary
Moothart, Director of Investor Relations, 425-943-8140,
rosemary.moothart@outerwall.com
SOURCE Outerwall Inc.