NEW YORK, Feb. 13, 2019 /PRNewswire/ -- Pareteum
Corporation (Nasdaq: TEUM), a rapidly growing global
cloud software communications platform company with a mission to
connect "every person and every(thing)," announced today that it
has accepted for exchange all shares of iPass Inc. (Nasdaq:
IPAS), a provider of global mobile connectivity, and location and
performance data ("iPass"), validly tendered in the previously
announced tender offer by a wholly-owned subsidiary of Pareteum to
acquire all of the outstanding shares of iPass for the agreed
consideration of 1.17 shares of Pareteum stock for each share of
iPass. The shares accepted represent approximately 66.78% of
iPass's outstanding shares of common stock. The tender offer
expired at 5:00 pm, New York City time, on February 12, 2019. Pareteum acquired the
remaining outstanding shares of iPass's common stock through a
merger of a wholly-owned subsidiary of Pareteum with and into iPass
immediately following expiration of the tender offer and acceptance
of the iPass shares on February 12,
2019.
Following the merger, iPass shares will cease to be traded on
Nasdaq.
Mr. Robert H. Turner, Executive
Chairman and Principal Executive Officer of Pareteum commented:
"We're delighted to announce the completion of our acquisition of
iPass. We will now accelerate as one company with combined software
products and services, the expansion of addressable markets and the
resulting executive and operating talent. Our integration with
iPass immediately grows our installed Connections base, adding
marquee brands to our portfolio of customers, and it also
materially enhances our software portfolio of services, and adds
global access to the world's largest Wi-Fi network.
About Pareteum:
Millions of subscribers are connected
around the world using Pareteum's Global Cloud Platform for
communications, improving experiences in their lives and
businesses. Pareteum's Global Cloud Platform unleashes the power of
applications and mobility services, bringing secure, ubiquitous,
scalable and seamlessly available voice, video, and data services
for our customers, making worldwide communications facilities
easily accessible to everyone. Serving enterprises,
telecommunications infrastructure providers, communications service
providers, early stage innovators and developers, Pareteum
envisions our world, each day, imagining what will be, and
delivering now.
For more information please visit: www.pareteum.com.
Cautionary Note Concerning Forward-Looking
Statements
Certain statements made herein, including, for
example, information regarding the proposed transaction between
Pareteum and iPass, the expected timetable for completing the
transaction and the potential benefits of the transaction, are
"forward-looking statements." These forward-looking statements
reflect the current analysis of existing information and are
subject to various risks and uncertainties. As a result, caution
must be exercised in relying on forward-looking statements. Due to
known and unknown risks, actual results may differ materially from
expectations or projections.
The following factors, among others, could cause actual results
to differ materially from those described in these forward-looking
statements: the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; the outcome of any legal proceedings that have been or
could be instituted against iPass or its directors or Pareteum
related to the merger agreement; the effects of local and national
economic, credit and capital market conditions on the economy in
general, and other risks and uncertainties described herein, as
well as those risks and uncertainties discussed from time to time
in other reports and other public filings with the SEC, including,
but not limited to, those detailed in iPass' Annual Report on Form
10-K for the year ended December 31,
2017 and iPass' most recent quarterly report filed with the
SEC, and Pareteum's Annual Report on Form 10-K for the year ended
December 31, 2017 and Pareteum's most
recent quarterly report filed with the SEC. The forward-looking
statements contained herein are made only as of the date hereof,
and the company undertakes no obligation to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise, except as required by law.
Additional Information and Where to Find It
This
document does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor
shall there be any sale of securities in any jurisdiction in which
such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Pareteum has filed a registration statement on Form
S-4 related to the transaction with the SEC on December 4, 2018, as amended on December 21, 2018, January
14, 2019 and January 15, 2019.
Pareteum and TBR filed a Schedule TO (including a prospectus/offer
to exchange, a related letter of transmittal and other exchange
offer documents) on December 4, 2018,
as amended on December 10, 2018,
December 21, 2018, January 4, 2019, January
14, 2019, January 15, 2019 and
February 13, 2019. iPass has filed a
recommendation statement on Schedule 14D-9 with the SEC on
December 4, 2018, as amended on
December 13, 2018, December 14, 2018, January
14, 2019 and February 13,
2019. iPass and Pareteum have filed and may also file other
documents with the SEC regarding the transaction. This document is
not a substitute for any registration statement, Schedule TO,
Schedule 14D-9 or any other document which iPass or Pareteum may
file with the SEC in connection with the transaction. Investors and
security holders are urged to read the registration statement, the
Schedule TO (including the prospectus/offer to exchange, related
letter of transmittal and other exchange offer documents), the
recommendation statement on Schedule 14D-9 and the other relevant
materials with respect to the transaction carefully and in their
entirety when they become available before making any investment
decision with respect to securities of iPass or Pareteum, because
they will contain important information about the transaction. Such
materials (and all other offer documents filed with the SEC) will
be available at no charge on the SEC's Web site: .
Pareteum Investor Relations Contacts:
Ted O'Donnell
Chief Financial Officer
+1 (212) 984-1096
InvestorRelations@pareteum.com
Stephen Hart
Hayden IR
+1 (917) 658-7878
Carrie Howes
Rayleigh Capital
European- Global IR
+1 (416) 837-0075
View original content to download
multimedia:http://www.prnewswire.com/news-releases/pareteum-accepts-shares-of-ipass-tendered-in-exchange-offer-and-completes-acquisition-of-ipass-300794731.html
SOURCE Pareteum Corporation