NEW YORK and TEL AVIV, Israel, Dec. 19, 2017
/PRNewswire/ -- Warburg Pincus, a global private equity firm
focused on growth investing, announced today that all of the
conditions have been satisfied for its previously announced tender
offer to purchase 31,265,358 ordinary shares of Cyren Ltd.
("Cyren") with a nominal value of NIS
0.15 per share ("Cyren Shares") at $2.50 per share, net to the seller in cash, less
any required withholding taxes and without interest. WP XII
Investments B.V., an entity controlled by funds affiliated with
Warburg Pincus (the "Purchaser"), was advised by the depositaries
for the offer that, as of 10:00 a.m.,
New York time, or 5:00 p.m., Israel time, on December 19, 2017: (i)
16,966,276 Cyren Shares were validly tendered, representing
approximately 33% of the share capital and voting rights in Cyren
(without adjusting for the issuance of Cyren Shares upon the
conversion of any convertible notes or the exercise of any
outstanding stock options or warrants) (or approximately 30% of
Cyren's Shares on a partially diluted basis (assuming the exercise
of "in-the-money" options and conversion of Cyren's convertible
notes)), and (ii) notices of objection to the offer were
issued by holders of 134,791 Cyren Shares, representing less than
1% of the share capital and voting rights in Cyren. Warburg Pincus
also owns 10,595,521 Cyren Shares purchased from Cyren in the
previously disclosed private placement that closed on November 6, 2017, which together with the
16,966,276 Cyren Shares tendered, represents approximately 49% of
Cyren's Shares on a partially diluted basis (assuming the exercise
of "in-the-money" options and conversion of Cyren's convertible
notes).
Accordingly, as required by Israeli law and as contemplated in
the offer to purchase:
- The Purchaser is providing an additional period of five
calendar days, until 10:00 a.m.,
New York time, or 5:00 p.m., Israel time, on Sunday, December 24,
2017, during which Cyren shareholders who, with respect to each
Cyren Share owned by them, did not
respond to the offer, have notified the Purchaser of their
objection to the offer, or have tendered such Cyren Shares but
withdrawn their tender prior to 10:00
a.m., New York time, or
5:00 p.m., Israel time, on December 19, 2017, may
tender such Cyren Shares. Shareholders who have tendered their
shares do not have withdrawal rights during this additional
five-calendar day period; and
- The Purchaser will purchase, subject to proration, the Cyren
Shares validly tendered in the offer prior to 10:00 a.m., New
York time, or 5:00 p.m.,
Israel time, on Sunday,
December 24, 2017, the final expiration date of the
offer.
Shareholders who hold their Cyren Shares through brokers or
other nominees and wish to tender their shares prior to the final
expiration date should consider contacting such brokers to ensure
their tender instructions are forwarded in ample time to permit
such brokers to submit a tender on their behalf in a timely
fashion.
Under Israeli law, for a period of one year following the
consummation of the tender offer, Warburg Pincus may not effect
another tender offer with respect to the Cyren Shares or a merger
with Cyren.
On December 18, 2017, the last trading day before this
announcement, the closing sale price of the Cyren Shares was
$2.40 on Nasdaq and NIS 8.554
($2.44 based on an exchange rate of
NIS 3.5033 per United States dollar as of December 18,
2017) on the Tel Aviv Stock Exchange.
The complete terms and conditions of the tender offer, including
important U.S. and Israeli income and withholding tax
considerations relating to the tender offer, are contained in the
offer to purchase (as amended) previously filed with the U.S.
Securities and Exchange Commission ("SEC") and with the Israeli
Securities Authority ("ISA"). American Stock Transfer &
Trust Company, LLC is the U.S. Depositary for the offer and Israel
Brokerage & Investments I.B.I Ltd. is the Israeli
Depositary for the offer.
Important Information: This is not an offer to
buy or the solicitation of an offer to sell any Cyren Shares. The
tender offer that is described in this press release will only be
made through the Offer to Purchase, Letter of Transmittal and
related tender offer documents. All shareholders of Cyren should
read the tender offer materials which were filed by Warburg Pincus.
Shareholders of Cyren should read the tender offer materials
because they contain important information about the tender offer.
The tender offer materials and other filed documents are available
at no charge on the SEC's website at http://www.sec.gov and on the
ISA's website at http://www.magna.isa.gov.il, and are also
available without charge to all shareholders by contacting D.F.
King & Co., Inc., the information agent for the tender
offer, at (212) 269-5550, toll free
(800) 499-8159 or e-mail (cyren@dfking.com).
Shareholders are urged to read these materials carefully before
making any decision with respect to the tender offer.
Forward-Looking Statements: This press release contains
forward-looking statements, including expectations regarding
Warburg Pincus' ownership of Cyren Shares following the lapse of
the Additional Offer Period. For example, statements in the future
tense, and statements including words such as "expect," "plan,"
"estimate," "anticipate," or "believe" are forward-looking
statements. These statements are based on information available at
the time of the press release and the company assumes no obligation
to update any of them (except as required by law). The statements
in this press release are not guarantees of future performance and
actual results could differ materially from current expectations as
a result of numerous factors, including, business conditions and
growth or deterioration in the internet security market,
technological developments, products offered by competitors,
availability of qualified staff, and technological difficulties and
resource constraints encountered in developing new products.
About Warburg Pincus: Warburg Pincus LLC is a leading
global private equity firm focused on growth investing. The firm
has more than US$44 billion in private equity assets under
management. The firm's active portfolio of more than 150 companies
is highly diversified by stage, sector, and geography. Warburg
Pincus is an experienced partner to management teams seeking to
build durable companies with sustainable value. Founded in 1966,
Warburg Pincus has raised 17 private equity funds, which have
invested more than US$60 billion in over 800 companies in more
than 40 countries. The firm is headquartered in New York with offices in Amsterdam, Beijing, Hong
Kong, Houston, London, Luxembourg, Mumbai, Mauritius, San
Francisco, São Paulo, Shanghai, and Singapore. For more information, please visit
www.warburgpincus.com.
Warburg Pincus Contact:
Mary Zimmerman
+1.212.878.9207