UTStarcom Launches Tender Offer to Purchase up to 25,000,000 of its Ordinary
BEIJING, Nov. 30, 2012
BEIJING, Nov. 30, 2012 /PRNewswire/ -- UTStarcom Holdings Corp. ("UTStarcom"
or the "Company") (Nasdaq: UTSI), a leading provider of media operational
support services and broadband equipment products and services, announced
today the commencement of a tender offer to purchase up to 25,000,000 of its
ordinary shares at a price of $1.20 per share, representing a 30.4% premium to
the November 29, 2012 closing price on the NASDAQ Global Select Market of
$0.92 per share. The tender offer is expected to expire at 5:00 P.M., New York
City time, on Thursday, January3, 2013, unless extended. In accordance with
the rules of the Securities and Exchange Commission, UTStarcom may increase
the number of shares accepted in the offer by no more than two percent of the
outstanding shares without amending or extending the tender offer.
William Wong, Chief Executive Officer of UTStarcom, commented, "We are pleased
to announce this tender offer, which reflects our confidence in the Company's
future prospects and we believe is an efficient way of returning capital to
shareholders and increasing long-term shareholder value."
UTStarcom's directors and executive officers have advised UTStarcom that they
do not intend to tender their shares in the tender offer.
The tender offer is not conditioned upon any minimum number of shares being
tendered, but will be subject to other conditions that are described in the
offer to purchase. UTStarcom intends to fund share purchases in the tender
offer with cash on hand.
Jefferies & Company, Inc. will serve as dealer manager for the tender offer.
The information agent for the tender offer is Alliance Advisors LLC, and the
depositary is Computershare Trust Company N.A. The offer to purchase, the
letter of transmittal and the related materials are being mailed to UTStarcom
shareholders. Shareholders, banks and brokers may call the dealer manager at
(877) 547-6340 (toll free) for any questions regarding the tender offer or the
information agent at (877) 777-5603 (toll free) for additional copies of the
tender offer documents.
While UTStarcom's board of directors has approved the making of the tender
offer, none of UTStarcom, its board of directors, the dealer manager, the
depositary or the information agent makes any recommendation to any
shareholder as to whether to tender or refrain from tendering any shares.
UTStarcom has not authorized any person to make any such recommendation.
Shareholders must decide whether to tender their shares and, if so, how many
shares to tender. In doing so, shareholders should carefully evaluate all of
the information in the offer to purchase, the letter of transmittal and the
related materials before making any decision with respect to the tender offer
and should consult their own financial and tax advisors.
About UTStarcom Holdings Corp.
UTStarcom is focused on providing next generation media operational support
services in the rapidly growing markets for TV over IP services and broadband
equipment products and services. UTStarcom is committed to meeting the
evolving needs of cable and broadband service providers to enable a more
personalized entertainment experience. The Company sells its media operational
support services and broadband equipment products and services to operators in
both emerging and established broadband and cable markets around the world.
UTStarcom was founded in 1991 and has traded on the NASDAQ since 2000. The
Company has its operational headquarters in Beijing, China and research and
development operations in China and India. For more information about
UTStarcom, visit the Company's website at http://www.utstar.com.
This press release includes forward-looking statements, including statements
regarding the timing of the tender offer, and the future prospects of the
Company. These statements are forward-looking in nature and subject to risks
and uncertainties that may cause actual results to differ materially and
adversely from the Company's current expectations. These include risks and
uncertainties related to, among other things, the number of shares tendered by
shareholders, changes in the financial condition and cash position of the
Company, the Company's ability to realize its anticipated results and benefits
of the tender offer, assumptions the Company makes regarding the growth of the
market and the success of the Company's offerings in the market, and the
Company's ability to execute its business plan and manage regulatory matters.
The risks and uncertainties also include the risk factors identified in the
Company's latest Annual Report on Form 20-F and Current Reports on Form 6-K,
as filed with the Securities and Exchange Commission. The Company is in a
period of transition and the conduct of its business is exposed to additional
risks as a result. All forward-looking statements included in this press
release are based upon information available to the Company as of the date of
this press release, which may change, and UTStarcom assumes no obligation to
update any such forward-looking statement.
Tender Offer Statement
This release does not constitute an offer to buy or the solicitation of an
offer to sell ordinary shares of UTStarcom. The full details of the tender
offer, including complete instructions on how to tender shares, are included
in the offer to purchase, the letter of transmittal and related materials,
which are being mailed to shareholders. Shareholders and investors should
read carefully the offer to purchase, letter of transmittal and related
materials because they will contain important information, including the
various terms of, and conditions to, the tender offer. Shareholders and
investors may obtain a free copy of the tender offer statement on Schedule TO,
the offer to purchase, letter of transmittal and other documents that
UTStarcom intends to file with the Securities and Exchange Commission at the
Commission's website at www.sec.gov or by calling Alliance Advisors LLC,
UTStarcom's information agent for the tender offer at (877) 777-5603 (toll
free). Shareholders are urged to carefully read these materials prior to
making any decision with respect to the tender offer.
SOURCE UTStarcom, Inc.
Contact: AT UTStarcom Holdings Corp. - Ms. Jing Ou-Yang, +86-10-8520-5153, or
email@example.com; or at FTI Consulting, Inc. - Ms. May Shen (Beijing),
+86-10-8591-1951, or May.Shen@fticonsulting.com, or Mr. Daniel DelRe (Hong
Kong), +852-3768-4547, or Daniel.DelRe@fticonsulting.com, or Mr. Eric Boyriven
(New York), +1-212-850-5671, Eric.Boyriven@fticonsulting.com, all for UTSI
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