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Insignia Systems, Inc. Announces Commencement of Tender Offer to Purchase up to $12 Million of Its Shares, Appointment of Glen

  Insignia Systems, Inc. Announces Commencement of Tender Offer to Purchase up
  to $12 Million of Its Shares, Appointment of Glen Dall as CEO and Changes to
  Board of Directors

Business Wire

MINNEAPOLIS -- July 18, 2013

Insignia Systems, Inc. (Nasdaq: ISIG) today announced it has commenced a
“modified Dutch auction” tender offer to purchase up to $12 million of its
common stock. Under the terms of the tender offer, the Company’s shareholders
will have the opportunity to tender some or all of their shares at a price
within the range of $2.15 to $2.35 per share. Based on the number of shares
tendered and the prices specified by the tendering shareholders, the Company
will determine the lowest price per share within that range that will enable
it to buy $12 million of its shares, or such lesser number of shares that are
properly tendered. All shares accepted for purchase will be purchased at the
same price. The Company will not purchase shares below a shareholder’s
indicated price, and in some cases, the Company might purchase shares at a
price that is above a shareholder’s indicated price under the terms of the
tender offer. At the minimum price of $2.15 per share, the Company would
purchase a maximum of 5,581,395 shares, which represents approximately 41% of
the Company’s currently outstanding common stock.

The Company expects to fund the share purchases in the tender offer from
available cash on hand, which as of July 17, 2013, totaled approximately $23
million. After completion of the tender offer, the Company should have over
$10 million in cash for future operations and other initiatives. The tender
offer is not conditioned upon any minimum number of shares being tendered or
the receipt of financing, but it is subject to other customary conditions that
are described in the tender offer documents. The tender offer documents, which
will be distributed to shareholders beginning on July 18, 2013, contain
specific instructions about how to tender shares and a complete explanation of
the tender offer’s terms and conditions. Additional copies of the tender offer
materials will also be available from the information agent, D.F. King & Co.,
Inc. The depositary for the tender offer will be Wells Fargo Bank, N.A.

The Company also announced today the culmination of its CEO succession plan
and changes to the composition of its Board of Directors. On July 17, 2013,
the Company appointed Glen P. Dall as its President and Chief Executive
Officer and also elected him as a member of the Board of Directors. Mr. Dall
has been the Company’s President and Chief Operating Officer since May 2012.
He had previously served as the Company’s Executive Vice President and Chief
Operating Officer (from March 2012 to May 2012) and Vice President of
Corporate Development (from September 2009 to March 2012). Scott F. Drill, who
had been serving as the Company’s Chief Executive Officer, has been appointed
Senior Advisor. Mr. Drill has stated his intention to retire from the Board
upon completion of the tender offer.

Gordon F. Stofer, the current Chairman of the Board, has also stated his
intention to retire from the Board upon completion of the tender offer. Having
served on the Board for 23 years, Mr. Stofer is the Company’s longest-tenured
director. The Board intends that current director David Boehnen will assume
the Chairman role upon Mr. Stofer’s retirement.

Gary L. Vars will become a member of the Board upon completion of the tender
offer. Mr. Vars is a former executive of the Company who has also held senior
leadership positions at Pillsbury and possesses extensive experience in
consumer packaged goods and grocery retail marketing.

Tender Offer Statement

This press release is for informational purposes only and is not an offer to
buy or the solicitation of an offer to sell any shares of common stock of
Insignia Systems, Inc. None of the Company, its directors or executive
officers, the information agent or the depositary makes any recommendation as
to whether to tender shares or as to the price or prices at which to tender
them. Shareholders will be able to obtain free copies of the offer to
purchase, related materials filed by the Company as part of the statement on
Schedule TO and other documents filed with the Securities and Exchange
Commission through the SEC’s internet address at www.sec.gov or from the
Company’s website at www.insigniaystems.com. Shareholders are urged to
carefully read these materials prior to making any decision with respect to
the tender offer. Shareholders and investors who have questions or need
assistance may call D.F. King & Co., the information agent for the tender
offer, at 800-758-5880.

About Insignia Systems, Inc.

Insignia Systems, Inc. is a developer and marketer of in-store media
solutions, programs and services to retailers and consumer goods
manufacturers. Through its Point-Of-Purchase Services (POPS) business,
Insignia inspires shoppers and delivers value by providing at-shelf
advertising solutions in an available network of over 13,000 chain retail
supermarkets, over 1,700 mass merchants and 7,000 dollar stores. Through the
nationwide POPS network, over 200 major consumer goods manufacturers,
including General Mills, Kellogg Company, Hormel, Nestlé, and Armour-Eckrich,
have taken their brand messages to the point-of-purchase. For additional
information, contact (888) 474-7677, or visit the Insignia website at
www.insigniasystems.com.

Cautionary Statement for the Purpose of Safe Harbor Provisions of the Private
Securities Litigation Reform Act of 1995

This press release contains forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995, as amended. Statements about the tender offer, including the expected
size of the offer, and statements about upcoming changes to the composition of
the Company’s Board of Directors are forward-looking statements.
Forward-looking statements involve inherent risks and uncertainties, and
important factors could cause actual results to differ materially from those
anticipated. The actual size and success of the tender offer are subject to a
number of factors, including: (1) developments or changes in economic or
market conditions, (2) developments or changes in the securities markets, (3)
developments or changes in the business or condition of the Company, or in our
cash flows, (4) the prices at which we ultimately determine to offer to
purchase shares in the tender offer and the number of shares properly tendered
in the tender offer; and (5) the factors identified under “Risk Factors” in
our Annual Report on Form 10-K for the year ended December 31, 2012 and
additional risks, if any, identified in our Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K filed with the SEC. The Company assumes no
responsibility to update the forward-looking statements contained in this
press release or the reasons why actual results would differ from those
anticipated in any such forward-looking statement, other than as required by
law.

Contact:

Insignia Systems, Inc.
John Gonsior, CFO, 763-392-6200
 
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