Sizmek Inc. (NASDAQ:SZMK) ( “Sizmek” or the “Company”) and Vector
Capital (“Vector”) today announced that Solomon Merger Subsidiary,
Inc. has commenced the previously-announced tender offer for all of
the outstanding shares of common stock of the Company at a price of
$3.90 per share, net to the seller in cash without interest.
On August 3, 2016, the Company and Vector announced that the
Company and affiliates of Vector had entered into a definitive
merger agreement pursuant to which the tender offer would be made.
Solomon Merger Subsidiary, Inc. and its parent company, Solomon
Holding, LLC, are affiliated with Vector. Pursuant to the merger
agreement, after completion of the tender offer and the
satisfaction or waiver of certain conditions, the Company will
merge with Solomon Merger Subsidiary, Inc., and all outstanding
shares of the Company’s common stock (other than shares owned by
Solomon Holding, LLC, Solomon Merger Subsidiary, Inc. or the
Company, or by any stockholder of the Company who or which is
entitled to and properly demands and perfects appraisal of such
shares pursuant to, and complies in all respects with, the
applicable provisions of Delaware law) will be automatically
cancelled and converted into the right to receive cash equal to the
$3.90 offer price per share, without interest. The Company’s board
of directors has determined that the merger agreement and the
transactions contemplated thereby, including the offer and the
merger, are fair to and in the best interests of Sizmek’s
stockholders, has approved and declared advisable the merger
agreement and the transactions contemplated thereby, including the
tender offer and the merger, and recommends that Sizmek’s
stockholders accept the tender offer and tender their shares in the
tender offer.
Solomon Holding, LLC and Solomon Merger Subsidiary, Inc. are
filing with the Securities and Exchange Commission (the
“SEC”) today a tender offer statement on Schedule TO,
including an offer to purchase and related letter of transmittal,
setting forth in detail the terms and conditions of the tender
offer. Additionally, the Company is filing with the SEC a
solicitation/recommendation statement on Schedule 14D-9
setting forth in detail, among other things, the recommendation of
the Company’s board of directors that the Company’s stockholders
accept the tender offer and tender their shares into the tender
offer.
The completion of the tender offer is conditioned upon, among
other things, satisfaction of a minimum tender condition and
expiration or termination of any waiting period under the
Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976. The
tender offer and withdrawal rights are scheduled to expire at 12:00
midnight, New York City time, at the end of September 26, 2016,
unless extended or earlier terminated in accordance with the terms
of the merger agreement. Upon the completion of the transaction,
Sizmek will become a privately held company.
About Sizmek Sizmek Inc. (NASDAQ:SZMK) fuels
digital advertising campaigns for advertisers and agencies around
the world with cutting-edge technology to engage audiences across
any screen. For the last 15 years, the online business that is now
Sizmek has proudly pioneered industry firsts in digital, including
rich media, video and online targeted advertising across several
channels. Sizmek’s open ad management stack, Sizmek MDX, delivers
the most creative and impactful multiscreen digital campaigns,
across mobile, display, rich media, video and social, all powered
by an unrivaled data platform. Sizmek connects about 19,000
advertisers and 3,700 agencies to audiences, serving more than 1.3
trillion impressions a year. Sizmek operates on the ground in about
65 countries with a team of approximately 1,000 employees. For more
information, visit www.sizmek.com.
About Vector Capital
Vector Capital is a leading global private equity firm
specializing in transformational investments in established
technology businesses. Vector identifies and pursues these
investments in both the private and public markets. Vector actively
partners with management teams to devise and execute new financial
and business strategies that materially improve the competitive
standing of these businesses and enhance their value for employees,
customers, and shareholders. Among Vector's notable investments are
20-20 Technologies, Aladdin Knowledge Systems, Allegro Development,
Cambium Networks, Certara, ChyronHego, CollabNet, Corel, Emarsys,
IPVALUE Management, LANDesk Software, Niku, Gerber Technology, RAE
Systems, Register.com, Saba Software, SafeNet, Technicolor,
Teletrac, Tidel, Triton Digital, VFO, and WatchGuard Technologies.
For more information, visit www.vectorcapital.com.
Notice to Investors
This press release is not an offer to purchase or a solicitation
of an offer to sell shares of Sizmek’s common stock.
The solicitation and the offer to purchase shares of Sizmek’s
common stock described in this press release will be made only
pursuant to the offer to purchase and related materials that Vector
has filed on Schedule TO with the SEC. In addition, Sizmek has
filed its recommendation of the tender offer on Schedule 14D-9 with
the SEC. Additionally, Sizmek and Vector will file other relevant
materials in connection with the proposed acquisition of Sizmek by
Vector pursuant to the terms of the merger agreement. INVESTORS AND
STOCKHOLDERS OF SIZMEK ARE ADVISED TO READ THE SCHEDULE TO
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL
AND OTHER OFFER DOCUMENTS) AND THE SCHEDULE 14D-9, AS EACH MAY BE
AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, BEFORE
MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THESE
DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES THERETO.
Investors and stockholders may obtain free copies of the
Schedule TO and Schedule 14D-9, as each may be amended or
supplemented from time to time, and other documents filed by the
parties (when available), at the SEC’s web site at www.sec.gov, and
from the information agent named in the tender offer materials.
Investors may also obtain, at no charge, any such documents filed
with or furnished to the SEC by the Company under the investor
relations section of the Company’s website
(https://www.sizmek.com).
Forward-Looking Statements
Statements included in this press release that are not a
description of historical facts are forward-looking statements.
Words or phrases such as “believe,” “may,” “could,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,”
“expect,” “should,” “would” or similar expressions are intended to
identify forward-looking statements, and are based on the Company’s
current beliefs and expectations. These forward-looking statements
include, without limitation, statements regarding the planned
completion of the tender offer and the acquisition. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company’s
actual future results may differ materially from the Company’s
current expectations due to the risks and uncertainties inherent in
its business, the tender offer and acquisition. These risks
include, but are not limited to: uncertainties as to the timing of
the tender offer and the acquisition; uncertainties as to the
percentage of the Company’s stockholders tendering their shares in
the tender offer; the possibility that competing offers will be
made; the possibility that various closing conditions for the
tender offer or the acquisition may not be satisfied or waived,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the acquisition; the
effects of disruption from the tender offer or acquisition on the
Company’s business including its ability to develop and achieve
commercial success for new online products and services and replace
its existing Sizmek MDX platform with a new platform that is
currently in development without experiencing service disruptions;
the fact that the announcement and pendency of the tender offer and
acquisition may make it more difficult to establish or maintain
relationships with employees, suppliers and other business
partners; the effects of disruption caused by the tender offer or
acquisition making it more difficult to maintain relationships with
employees, customers, vendors and other business partners; the risk
that stockholder litigation in connection with the tender offer or
the acquisition may result in significant costs of defense,
indemnification and liability; and risks and uncertainties
pertaining to the business of the Company, including the risks
detailed under “Risk Factors” and elsewhere in the Company’s public
periodic filings with the SEC, as well as the tender offer
materials filed by Vector Capital and its affiliates and the
solicitation/recommendation statement filed by the Company in
connection with the tender offer. All forward-looking statements
are qualified in their entirety by this cautionary statement and
the Company undertakes no obligation to revise or update this
report to reflect events or circumstances after the date hereof,
except as required by law.
Contacts
For Sizmek:
Joann Horne
Market Street Partners
jhorne@marketstreetpartners.com
(415) 445-3233
For Vector Capital:
Jonathan Gasthalter / Nathaniel Garnick
Gasthalter & Co.
(212) 257-4170
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