Vector Capital Completes Sizmek (SZMK) Cash Tender Offer
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Sizmek Inc. (Nasdaq: SZMK) and Vector Capital announced the successful completion of the tender offer (the “Offer”) by Solomon Merger Subsidiary, Inc., a wholly owned subsidiary of Solomon Holding, LLC (“Parent”) and an affiliate of Vector, for all of the outstanding shares of common stock of the Company at a price of $3.90 per share, payable net to the sellers thereof in cash, without interest, subject to any deduction or withholding of taxes required by applicable laws.
The Offer expired at 12:00 midnight, New York City time, at the end of September 26, 2016, and a total of 17,166,475 shares were tendered into and not withdrawn from the Offer (not including 110,369 shares tendered pursuant to notices of guaranteed delivery), representing approximately 58.89% of Sizmek’s outstanding shares. The condition to the Offer that at least a majority of the outstanding shares of Sizmek’s common stock be validly tendered and not validly withdrawn prior to the expiration of the Offer was satisfied, and, accordingly, all shares that were validly tendered and not validly withdrawn were accepted for payment and Parent is promptly paying for all such tendered shares in accordance with the terms of the Offer.
As a result of its acceptance of the shares tendered in the Offer, Vector has acquired a sufficient number of shares of Sizmek’s common stock to close the merger of Merger Sub with and into Sizmek without the affirmative vote of Sizmek’s other stockholders pursuant to Section 251(h) of the Delaware General Corporation Law.
Upon completion of the merger Sizmek will become a wholly owned portfolio company of Vector. In the merger, each share of common stock of Sizmek that was not validly tendered in the Offer (other than shares owned by Parent, Merger Sub or Sizmek (as treasury stock), any subsidiary of Parent or Sizmek, or by any stockholder of Sizmek 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 cancelled and converted into the right to receive the same $3.90 per share in cash, without interest, that was paid in the Offer. In addition, the parties anticipate that the common stock of Sizmek will cease to be traded on the Nasdaq at the close of market on September 27, 2016, following completion of the merger, unless the merger is completed prior to the Nasdaq opening on September 27, 2016, in which case the stock will not trade on that day.
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