Upon the terms and subject to the conditions set forth in the Company’s Offer to Purchase, dated April 13, 2018 (the “Offer to Purchase”), and the related Letter of Transmittal, the Company is offering to pay, in cash, an amount equal to
The Tender Offer is subject to the satisfaction or waiver, in the Company’s sole discretion, of certain conditions described in the Offer to Purchase, including, but not limited to, the availability of funds to finance the payment of the Purchase Price for all Notes validly tendered (and not validly withdrawn) in the Tender Offer and accepted for purchase by the Company. The Tender Offer is not conditioned upon a minimum amount of Notes being tendered. Subject to applicable law, the Company may extend, terminate or amend the terms of the Tender Offer, at any time or from time to time, for any reason, in its sole discretion.
Tendered Notes may be validly withdrawn from the Tender Offer at or prior to the Expiration Date.
Payment for Notes that have been validly tendered (and not validly withdrawn) at or prior to the Expiration Date and that are accepted for purchase pursuant to the Tender Offer, subject to the satisfaction or waiver, in the Company’s sole discretion, of the conditions to the Tender Offer, will be made on the Settlement Date. The Settlement Date is expected to occur promptly following the Expiration Date, assuming the satisfaction or waiver, in the Company’s sole discretion, of the conditions to the Tender Offer, at or prior to the Expiration Date as further described in the Offer to Purchase. Accrued and unpaid interest on the Notes, if any, from January 15, 2018 up to, but not including, the Settlement Date, will also be paid in cash on all Notes purchased in the Tender Offer.
This announcement does not contain the full terms and conditions of the Tender Offer. The complete terms and conditions of the Tender Offer are set forth in the Offer to Purchase and related Letter of Transmittal that are being sent to holders of the Notes. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the information agent for the Tender Offer,
This press release is for informational purposes only and is neither an offer to buy nor the solicitation of an offer to sell any of the Company’s securities. The Tender Offer will be made solely pursuant to the Offer to Purchase, the Letter of Transmittal and related materials, as they may be amended or supplemented. Holders should read the Company’s commencement Tender Offer statement on Schedule TO filed with the
Forward-Looking Statements: Statements made in this press release that are not historical facts constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include but are not limited to: statements about our ability to finance the Tender Offer and the expected timing for completion of the Tender Offer; and other statements containing the words “estimates,” “believes,” “anticipates,” “plans,” “expects,” “will,” “potential,” “opportunities,” and similar expressions. These statements involve numerous risks and uncertainties, including but not limited to, those risk factors set forth in our Annual Report on Form 10-K for the year ended
Corporate Media Relations
Vice President, Investor Relations
Source: KeyW Corp.