UTStarcom Announces Preliminary Results of Its Tender Offer
BEIJING, Jan. 4, 2013
BEIJING, Jan. 4, 2013 /PRNewswire/ --UTStarcom Holdings Corp. ("UTStarcom" or
the "Company") (Nasdaq: UTSI), a leading provider of media operational support
services and broadband equipment products and services, today announced the
preliminary results of its previously announced tender offer for the purchase
of up to 25,000,000 of its ordinary shares at a price of $1.20 per share,
which expired at 5:00 P.M., New York City time, on Thursday, January 3, 2013.
Based on the preliminary count by Computershare Trust Company N.A., the
depositary for the tender offer, a total of 62,964,139 of UTStarcom's ordinary
shares were properly tendered and not properly withdrawn. Additionally,
1,058,784 shares were tendered pursuant to notice of guaranteed delivery
In accordance with the terms and conditions of the tender offer, and based on
the preliminary count by the depositary, UTStarcom expects to accept for
purchase 25,000,000 of its ordinary shares at a purchase price of $1.20 per
share, for an aggregate cost of approximately $30 million, excluding fees and
expenses relating to the tender offer.
The 25,000,000 shares expected to be purchased in the tender offer represent
approximately 17.6 percent of UTStarcom's currently issued and outstanding
ordinary shares. Based on these preliminary numbers, UTStarcom anticipates
that, following settlement of the tender offer, it will have approximately
117,067,711 ordinary shares outstanding.
Due to the oversubscription of the tender offer, UTStarcom expects that the
number of shares that UTStarcom will purchase from each tendering shareholder
will be prorated. Based on the preliminary count, UTStarcom estimates that the
proration factor will be approximately 39.7 percent, excluding shares tendered
pursuant to guaranteed delivery procedures, or 39.1 percent, assuming all
shares tendered pursuant to guaranteed delivery procedures are properly
The number of shares to be purchased and the proration information are
preliminary and subject to change. The preliminary information contained in
this press release is subject to confirmation by the depositary, the impact of
"odd lot" holders whose shares will be purchased on a priority basis and the
proper delivery of all shares tendered (including shares tendered pursuant to
guaranteed delivery procedures). The final number of shares to be purchased
and the final proration information will be announced following the expiration
of the guaranteed delivery period and completion by the depositary of the
confirmation process. Payment for the shares accepted for purchase under the
tender offer, and return of all other shares tendered and not purchased, will
occur promptly thereafter, which UTStarcom currently expects to be on or about
January 11, 2013.
Jefferies & Company, Inc. is the dealer manager for the tender offer. The
information agent for the tender offer is Alliance Advisors LLC.Shareholders,
banks and brokers who have questions may call the dealer manager at (877)
547-6340 (toll free) or the information agent at (877) 777-5603 (toll free).
Tender Offer Statement
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 UTStarcom's ordinary
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 completion of the tender offer, the proration of shares tendered
and the payment for shares tendered. 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, 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.
SOURCE UTStarcom, Inc.
Contact: UTStarcom Holdings Corp., Ms. Jing Ou-Yang, +86-10-8520-5153,
firstname.lastname@example.org or FTI Consulting, Inc., Ms. May Shen (Beijing),
+86-10-8591-1951, May.Shen@fticonsulting.com and Mr. Daniel DelRe (Hong Kong),
+852-3768-4547, Daniel.DelRe@fticonsulting.com and Mr. Eric Boyriven (New
York), +1-212-850-5671, Eric.Boyriven@fticonsulting.com
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