Mannatech Announces Preliminary Results of Tender Offer
June 26 2020 - 4:13PM
Business Wire
Mannatech, Incorporated
("Mannatech" or the "Company") (NASDAQ: MTEX), a global health and
wellness company committed to transforming lives to make a better
world, announced today the preliminary results of its modified
Dutch auction tender offer, which expired at 12:00 midnight, New
York City time, at the end of Thursday, June 25, 2020, to purchase
up to an aggregate of $5 million in value of its outstanding common
stock, par value $0.0001 per share, at a per share price not
greater than $17.00 nor less than $15.00 per share (the "tender
offer").
Based on the preliminary count by Computershare Trust Company,
N.A., the depositary for the tender offer (the "Depositary"), a
total of 341,596 shares of common stock of the Company were
properly tendered and not properly withdrawn at or below the price
of $17.00 per share, excluding 500 shares that were tendered by
notice of guaranteed delivery. Due to the tender offer being
oversubscribed, the Company expects to purchase only a prorated
portion of the shares of common stock properly tendered by each
tendering shareholder (other than “odd lot” holders whose shares
will be purchased on a priority basis) at or below the final per
share purchase price.
In accordance with the terms and conditions of the tender offer
and based on a preliminary count by the Depositary, the Company
expects to accept for payment a total of 294,117 shares of common
stock of the Company at a cash purchase price of $17.00 per share,
for a total cash cost of approximately $5 million, excluding fees
and expenses relating to the tender offer. Such shares of common
stock represented approximately 12.31% of the Company's total
outstanding shares as of April 30, 2020.
The Company anticipates to fund the share purchase in the tender
offer from cash on hand.
The number of shares expected to be purchased in the tender
offer, the cash purchase price per share, and the aggregate cash
purchase price are preliminary and subject to change and are based
on the assumption that all shares tendered through notice of
guaranteed delivery will be delivered within the two trading day
settlement period. The final number of shares to be purchased in
the tender offer, the final cash purchase price per share, and the
final aggregate cash purchase price will be announced following the
expiration of the guaranteed delivery period and the completion of
the confirmation process by the Depositary. Payment for the shares
accepted for purchase pursuant to the tender offer will occur
promptly thereafter.
The Company's tender offer was made pursuant to an Offer to
Purchase and Letter of Transmittal, each dated May 29, 2020.
About Mannatech
Mannatech, Incorporated is committed to transforming lives
through the development of high quality integrated health, weight
management, fitness and skin care products distributed through its
global network of independent associates and members. The company
has been operating for more than 25 years with operations in 25
markets^. For more information, visit Mannatech.com.
^ Mannatech operates in China under a cross-border e-commerce
platform that is separate from its network marketing model.
Please Note: This release contains “forward-looking statements.”
These forward-looking statements generally can be identified by use
of phrases or terminology such as “may,” “will,” “should,” "hope,"
“could,” “would,” “expects,” “plans,” “intends,” “anticipates,”
“believes,” “estimates,” “approximates,” “predicts,” “projects,”
“potential,” “preliminary,” and “continues” or other similar words
or the negative of such terminology. Similarly, descriptions of
Mannatech’s objectives, strategies, plans, goals or targets
contained herein are also considered forward-looking statements.
Mannatech believes this release should be read in conjunction with
all of its filings with the United States Securities and Exchange
Commission (the “SEC”) and cautions its readers that these
forward-looking statements are subject to certain events, risks,
uncertainties, and other factors. Some of these factors include,
among others, Mannatech’s ability to complete the tender offer in a
timely manner or at all, the price at which shares of Mannatech's
common stock may trade on Nasdaq, which may be higher or lower than
the purchase price in the tender offer, uncertainty as to the
number of shares purchased in the tender offer, the outbreak of the
novel coronavirus ("COVID-19") pandemic, Mannatech's inability to
attract and retain associates and preferred customers, increases in
competition, litigation, regulatory changes, and its planned growth
into new international markets. Although Mannatech believes that
the expectations, statements, and assumptions reflected in these
forward-looking statements are reasonable, it cautions readers to
always consider all of the risk factors and any other cautionary
statements carefully in evaluating each forward-looking statement
in this release, as well as those set forth in its latest Annual
Report on Form 10-K and Quarterly Report on Form 10-Q, and other
filings filed with the SEC, including its current reports on Form
8-K. All of the forward-looking statements contained herein speak
only as of the date of this release.
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version on businesswire.com: https://www.businesswire.com/news/home/20200626005518/en/
Mannatech, Incorporated Donna Giordano, 972-471-7849 Manager,
Executive Office Administration ir@mannatech.com www.mannatech.com
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