BELLEVUE, Wash., Feb. 7, 2014 /PRNewswire/ -- Outerwall Inc.
(Nasdaq: OUTR), today announced that it intends to purchase
$350 million of the company's common
stock through a modified "Dutch auction" tender offer that
commenced today. If the tender offer is fully subscribed and
completed, Outerwall will have repurchased $555 million of its common stock since
February 2013.
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"Today's announcement demonstrates our commitment to driving
value creation for our stockholders," said J. Scott Di Valerio, chief executive officer of
Outerwall. "In addition to providing a return of capital to
stockholders, this buyback reflects our confidence in the
company. We remain enthusiastic about the future of
Outerwall, as we continue driving profitable growth through our
core Redbox and Coinstar businesses, and scaling our ecoATM
business."
Under the terms of the tender offer, Outerwall's stockholders
will have the opportunity to tender some or all of their shares at
a price per share of not less than $66.82 and not greater than $76.32. Based on the number of shares
tendered and the prices specified by the tendering stockholders,
Outerwall will determine the lowest per share price within the
range that will enable it to purchase $350
million in shares, or such lower amount depending on the
number of shares that are properly tendered and not properly
withdrawn. All shares accepted in the tender offer will be
purchased at the same price, regardless of whether a stockholder
tendered such shares at a lower price within the range. At
the minimum price of $66.82 per
share, Outerwall would repurchase a maximum of 5,237,952 shares, or
approximately 20.6%, of Outerwall's outstanding common stock as of
February 3, 2014.
The tender offer will expire at 12:00 midnight, New York City time, at the end of the day on
March 7, 2014, unless extended or
withdrawn. Tenders of shares must be made prior to the
expiration of the tender offer and may be withdrawn at any time
prior to that time.
The company intends to finance the share repurchase from
available domestic cash and borrowings under its existing senior
secured credit facility.
Stockholders who have questions may call Morgan Stanley &
Co. LLC, the dealer manager for the tender offer, at (855)
483-0952. The information agent for the tender offer is
Innisfree M&A Incorporated and the depositary is Computershare
Trust Company, N.A. The offer to purchase, the related letter
of transmittal, and the other tender offer materials will be mailed
to Outerwall stockholders shortly after commencement of the tender
offer. Stockholders who have questions or would like
additional copies of the tender offer documents, may call the
information agent at (888) 750-5834. Banks and brokers may
call collect (212) 750-5833.
Outerwall's directors and executive officers have advised
Outerwall that they do not intend to tender any of their shares in
the tender offer.
Neither Outerwall nor any of its board of directors, executive
officers, the dealer manager, the information agent or the
depositary is making any recommendation to stockholders as to
whether to tender or refrain from tendering their shares in the
proposed tender offer or as to the price or prices at which
stockholders may choose to tender their shares, and has not
authorized any person to do so. Stockholders must decide how
many shares they will tender, if any, and the price or prices
within the stated range at which they will tender their shares.
In doing so, stockholder should carefully evaluate all of the
information in the offer to purchase, the related letter of
transmittal, and the other tender offer materials, when available,
before making any decision with respect to the tender offer, and
should consult their own financial, legal and tax advisors and
brokers.
OUTERWALL STOCKHOLDERS ARE URGED TO READ THE TENDER OFFER
MATERIALS (INCLUDING THE SCHEDULE TO, OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED TENDER OFFER DOCUMENTS) DATED FEBRUARY 7, 2014 THAT OUTERWALL WILL BE
DISTRIBUTING TO ITS STOCKHOLDERS AND FILING WITH THE SEC, AND ANY
OTHER DOCUMENTS OUTERWALL FILES WITH THE SEC, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION CONCERNING THE TERMS OF THE TENDER
OFFER.
Holders of common stock will be able to obtain these documents
as they become available free of charge at the "SEC Filings" tab at
ir.outerwall.com, the SEC's website at www.sec.gov, or at the SEC's
public reference room located at 100 F Street, N.E., Washington, DC 20549. Please call the
SEC at 1-800-SEC-0330 for further information about the public
reference room. In addition, holders of common stock will
also be able to request additional copies of the Schedule TO, the
offer to purchase, related letter of transmittal and other filed
tender offer documents free of charge by contacting Innisfree
M&A Incorporated, the information agent for the tender offer,
by telephone at (888) 750-5834 (toll-free), or in writing to 501
Madison Avenue, 20th floor, New York, New
York 10022.
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.
Tender Offer Statement
This press release is for informational purposes only and is
neither an offer to buy nor the solicitation of an offer to sell
any shares of Outerwall's common stock. The tender offer is
being made only pursuant to the Offer to Purchase, the Letter of
Transmittal and related materials dated February 7, 2014 that Outerwall will be
distributing to its stockholders and filing with the SEC.
Stockholders should read carefully the Offer to Purchase, the
Letter of Transmittal and related materials because they contain
important information, including the various terms and conditions
of the tender offer. Stockholders are urged to carefully read
these materials prior to making any decision with respect to the
tender offer. Stockholders may obtain free copies of the
Offer to Purchase, the Letter of Transmittal and other related
materials when filed with the SEC at the SEC's website at
www.sec.gov or at the "SEC Filings" tab at ir.outerwall.com.
In addition, stockholders may also obtain copies of these
documents, when available, free of charge, by contacting Innisfree
M&A Incorporated, the Information Agent for the tender offer,
by telephone at (888) 750-5834, or in writing to 501 Madison
Avenue, 20th floor, New York, New
York 10022.
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 timing
of expiration and closing of the tender offer, the amount, and the
pricing of the tender offer and other terms and conditions of 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 stockholders.
Such actions, risks, and uncertainties include, but are not limited
to, stockholders' willingness to tender Outerwall's common stock,
fluctuations in Outerwall's stock price and trading volume, other
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, changes in financial markets and regulatory and economic
conditions, and changes in Outerwall's strategic and financial
objectives, as well as other business- and corporate-related
events, including those relating to Outerwall's industries.
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.