Outerwall Inc. Announces Final Results of Modified Dutch Auction Tender Offer
BELLEVUE, Wash., March 13, 2014
BELLEVUE, Wash., March 13, 2014 /PRNewswire/ --Outerwall Inc. (Nasdaq: OUTR)
today announced the final results of its modified "Dutch Auction" self-tender
offer for the purchase of up to $350 million in value of shares of its common
stock, which expired at 12:00 Midnight, New York City time, at the end of the
day of March 7, 2014.
Based on the final count by Computershare Trust Company, N.A., the depositary
for the tender offer, Outerwall accepted for payment an aggregate of 5,291,701
shares of its common stock at a final purchase price of $70.07 per share, for
an aggregate cost of approximately $370.8 million, excluding fees and expenses
relating to the tender offer. The shares accepted for purchase in the tender
offer include shares accepted through Outerwall's exercise of its right to
upsize the tender offer by up to 2% of its outstanding shares.
The aggregate number of shares purchased in the tender offer by Outerwall
represented approximately 20.6% of its outstanding shares of common stock as
of March 11, 2014. Following settlement of the tender offer, Outerwall has
approximately 20,392,395 shares outstanding.
"We are happy with the success of our tender offer," said chief executive
officer J. Scott Di Valerio. "Its completion demonstrates our commitment to
delivering stockholder returns as we optimize capital allocation and drive for
overall value creation, while expressing confidence in our business and
long-term growth potential."
The depositary will promptly issue payment for shares validly tendered and
accepted for purchase in accordance with applicable law. Shares tendered and
not accepted for purchase will be returned promptly to stockholders by the
depositary in accordance with applicable law.
Morgan Stanley & Co. LLC acted as the dealer manager for the tender offer.
Stockholders who have questions about the tender offer may call Innisfree M&A
Incorporated, the information agent for the tender offer, at (888) 750-5834 or
collect at (212) 750-5833 (for banks and brokers).
About Outerwall Inc.
Outerwall Inc. (Nasdaq: OUTR) has more than 20 years of experience creating
some of the most profitable spaces for their retail partners. The company
mission is to create a better everyday by delivering breakthrough kiosk
experiences that delight consumers and generate revenue for retailers. As the
company that brought consumers Redbox® entertainment, Coinstar® money
services, and ecoATM®electronics recycling kiosks, Outerwall is leading the
next generation of automated retail and paving the way for inventive, scalable
businesses. Outerwall™ kiosks are in neighborhood grocery stores, drug stores,
mass merchants, malls, and other retail locations in the United States,
Canada, Puerto Rico, the United Kingdom, and Ireland. Learn more at
Certain statements in this release are "forward-looking statements". The words
"will," "expect," "intend," and variations of such words, and similar
expressions identify forward-looking statements, but their absence does not
mean that a statement is not forward-looking. The forward-looking statements
in this release include statements regarding the number of and the payment for
shares being repurchased in the tender offer and other actions relating to the
tender offer. Forward-looking statements are not guarantees of future actions
or events, which may vary materially from those expressed or implied in such
statements. Differences may result from actions taken by Outerwall or its
management, as well as from risks and uncertainties beyond Outerwall's
control, including relating to third parties such as the depositary and the
stockholders. Such actions, risks, and uncertainties include uncertainties
relating to the tender offer (including payment for and return of shares),
changes to Outerwall's financing arrangements, Outerwall's financial results
and condition, and changes in financial markets and regulatory and economic
conditions. The foregoing list of actions, risks and uncertainties is
illustrative but by no means exhaustive. For more information on factors that
may affect Outerwall, please review "Risk Factors" and other disclosures
described in Outerwall's most recent Annual Report on Form 10-K, as well as
other public filings with the SEC. These forward-looking statements reflect
Outerwall's expectations as of the date of this release. Outerwall undertakes
no obligation to update the information provided herein.
SOURCE Outerwall Inc.
Contact: Media: Marci Maule, Director of Public Relations, +1-425-943-8277,
firstname.lastname@example.org or Financial Analysts and Investors: Rosemary
Moothart, Director of Investor Relations, +1-425-943-8140,
Press spacebar to pause and continue. Press esc to stop.