Vector Capital Announces Successful Completion of Cash Tender Offer for Shares of Sizmek
September 27 2016 - 8:24AM
Sizmek Inc. (NASDAQ:SZMK) (the “Company” or “Sizmek”) and Vector
Capital (“Vector”) today announced the successful completion of the
tender offer (the “Offer”) by Solomon Merger Subsidiary, Inc.
(“Merger Sub”), a wholly owned subsidiary of Solomon Holding, LLC
(“Parent”) and an affiliate of Vector, for all of the outstanding
shares of common stock of the Company at a price of $3.90 per
share, payable net to the sellers thereof in cash, without
interest, subject to any deduction or withholding of taxes required
by applicable laws.
The Offer expired at 12:00 midnight, New York City time, at the
end of September 26, 2016, and a total of 17,166,475 shares
were tendered into and not withdrawn from the Offer (not including
110,369 shares tendered pursuant to notices of guaranteed
delivery), representing approximately 58.89% of Sizmek’s
outstanding shares. The condition to the Offer that at least
a majority of the outstanding shares of Sizmek’s common stock be
validly tendered and not validly withdrawn prior to the expiration
of the Offer was satisfied, and, accordingly, all shares that were
validly tendered and not validly withdrawn were accepted for
payment and Parent is promptly paying for all such tendered shares
in accordance with the terms of the Offer.
As a result of its acceptance of the shares tendered in the
Offer, Vector has acquired a sufficient number of shares of
Sizmek’s common stock to close the merger of Merger Sub with and
into Sizmek without the affirmative vote of Sizmek’s other
stockholders pursuant to Section 251(h) of the Delaware
General Corporation Law.
Upon completion of the merger Sizmek will become a wholly owned
portfolio company of Vector. In the merger, each share of
common stock of Sizmek that was not validly tendered in the Offer
(other than shares owned by Parent, Merger Sub or Sizmek (as
treasury stock), any subsidiary of Parent or Sizmek, or by any
stockholder of Sizmek 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 cancelled and converted into the right to
receive the same $3.90 per share in cash, without interest, that
was paid in the Offer. In addition, the parties anticipate
that the common stock of Sizmek will cease to be traded on the
Nasdaq at the close of market on September 27, 2016, following
completion of the merger, unless the merger is completed prior to
the Nasdaq opening on September 27, 2016, in which case the stock
will not trade on that day.
About Sizmek
Sizmek Inc. 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. With New York City as a center of operations,
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.
Cautionary Notice Regarding Forward-Looking
Statements
This press release contains forward-looking statements.
When used in this press release, the words “can,” “will,”
“believes,” “intends,” “expects,” “is expected,” similar
expressions and any other statements that are not historical facts
are intended to identify those assertions as forward-looking
statements. Such statements are based on a number of
assumptions that could ultimately prove inaccurate, and are subject
to a number of risks. Sizmek does not assume any obligation
to update any forward-looking statement, whether as a result of new
information, future events or otherwise, unless required by
law.
Investor Contact:
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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