Vector Capital Begins Sizmek (SZMK) Tender Offer

August 29, 2016 6:32 AM EDT

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Sizmek Inc. (Nasdaq: SZMK) and Vector Capital announced that Solomon Merger Subsidiary, Inc. has commenced the previously-announced tender offer for all of the outstanding shares of common stock of the Company at a price of $3.90 per share, net to the seller in cash without interest.

On August 3, 2016, the Company and Vector announced that the Company and affiliates of Vector had entered into a definitive merger agreement pursuant to which the tender offer would be made. Solomon Merger Subsidiary, Inc. and its parent company, Solomon Holding, LLC, are affiliated with Vector. Pursuant to the merger agreement, after completion of the tender offer and the satisfaction or waiver of certain conditions, the Company will merge with Solomon Merger Subsidiary, Inc., and all outstanding shares of the Company’s common stock (other than shares owned by Solomon Holding, LLC, Solomon Merger Subsidiary, Inc. or the Company, or by any stockholder of the Company who or which is entitled to and properly demands and perfects appraisal of such shares pursuant to, and complies in all respects with, the applicable provisions of Delaware law) will be automatically cancelled and converted into the right to receive cash equal to the $3.90 offer price per share, without interest. The Company’s board of directors has determined that the merger agreement and the transactions contemplated thereby, including the offer and the merger, are fair to and in the best interests of Sizmek’s stockholders, has approved and declared advisable the merger agreement and the transactions contemplated thereby, including the tender offer and the merger, and recommends that Sizmek’s stockholders accept the tender offer and tender their shares in the tender offer.

Solomon Holding, LLC and Solomon Merger Subsidiary, Inc. are filing with the Securities and Exchange Commission (the “SEC”) today a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms and conditions of the tender offer. Additionally, the Company is filing with the SEC a solicitation/recommendation statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of the Company’s board of directors that the Company’s stockholders accept the tender offer and tender their shares into the tender offer.

The completion of the tender offer is conditioned upon, among other things, satisfaction of a minimum tender condition and expiration or termination of any waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976. The tender offer and withdrawal rights are scheduled to expire at 12:00 midnight, New York City time, at the end of September 26, 2016, unless extended or earlier terminated in accordance with the terms of the merger agreement. Upon the completion of the transaction, Sizmek will become a privately held company.

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