OneSpan Inc. (OSPN) Announces Preliminary Results of Tender Offer

OneSpan Inc. (Nasdaq: OSPN) (“OneSpan” or the “Company”) announced today the preliminary results of its modified “Dutch auction” tender offer to purchase up to $20 million of its common stock, par value $0.001 per share (the “common stock” or the “shares”), subject to its right to purchase up to an additional 2% of its outstanding shares of common stock, for cash at a price per share not less than $9.50 and not greater than $11.00. The tender offer expired at 12:00 midnight, at the end of the day, New York City time, on December 11, 2023.

Based on the preliminary count by Broadridge Corporate Issuer Solutions, LLC, the depositary for the tender offer (the “Depositary”), a total of 3,155,307 shares of OneSpan’s common stock were properly tendered and not properly withdrawn at or below the purchase price of $10.50 per share.

In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the Depositary, the Company expects to acquire 2,380,841 shares of its common stock at a price of $10.50 per share, for an aggregate cost of approximately $25.0 million, excluding fees, expenses and excise tax relating to the tender offer. Included in the 2,380,841 shares that the Company expects to purchase are 476,079 shares that the Company has elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding shares of common stock. The 2,380,841 shares that the Company expects to accept for purchase represent approximately 6% of the Company’s shares outstanding as of November 9, 2023. The Company has been informed by the Depositary that the preliminary proration factor for the tender offer is approximately 75%.

The tender offer was announced by the Company on November 13, 2023 with a price range of $9.50 to $11.00. The number of shares to be purchased and the purchase price are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the Depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the two-trading day settlement period. The final number of shares to be purchased, the final purchase price per share and the final total purchase price 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.

The Company may, in the future, decide to purchase additional shares of our common stock in the open market, subject to market conditions, and through private transactions, tender offers or otherwise subject to applicable law. Any such purchases may be on the same terms as, or on terms that are more or less favorable to stockholders than, the terms of the tender offer. Whether the Company makes additional repurchases in the future will depend on many factors, including but not limited to the Company’s business and financial performance and situation, the business and market conditions at the time, including the price of shares of the Company’s common stock, and such other factors as the Company may consider relevant.

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