Optex Systems Holdings, Inc. Announces Final Results of Tender Offer

Rhea-AI Summary

Optex Systems Holdings (OTCQB:OPXS) announced the final results of its modified Dutch auction tender offer, which purchased approximately $4.25 million worth of its common stock. A total of 1,727,926 shares were tendered, with Optex accepting 1,603,774 shares at $2.65 each, representing 19.3% of outstanding shares. Due to oversubscription, a pro-rated portion of shares was accepted, with a pro-ration factor of approximately 92.8%. Following the settlement, approximately 6,716,637 shares will be outstanding. Payment will be processed promptly according to legal requirements.

Positive

• Successfully purchased approximately $4.25 million worth of shares, enhancing shareholder value.
• Pro-rated acceptance of shares demonstrates strong investor interest in the company.

Negative

• Oversubscription resulted in only a pro-rated acceptance of shares, which may frustrate some investors.

RICHARDSON, TX / ACCESSWIRE / September 20, 2022 / Optex Systems Holdings, Inc. (OTCQB:OPXS) ("Optex"), a leading manufacturer of precision optical sighting systems for domestic and worldwide military and commercial applications, today announced the final results of its "modified Dutch auction" tender offer to purchase up to $4.25 million in value of shares of its common stock, par value $0.001 per share (CUSIP number: 68384X209) (the "Common Stock"), which expired at 5:00 P.M., New York City time, on September 15, 2022 (the "Offer").

Based on the final count by Continental Stock Transfer & Trust Company, the depositary for the Offer, a total of 1,727,926 shares of Common Stock were properly tendered and not properly withdrawn at or below the purchase price of $2.65 per share.

In accordance with the terms and conditions of the Offer, and based on the final count by the depositary, Optex accepted for purchase 1,603,774 shares of Common Stock at a price of $2.65 per share, for an aggregate cost of approximately $4.25 million, excluding fees and expenses relating to the Offer. These shares represent approximately 19.3% of its shares of Common Stock outstanding as of September 15, 2022. Based on these final numbers, immediately following settlement of the Offer, Optex will have approximately 6,716,637 shares of Common Stock outstanding. A director and an executive officer of the Company participated in the Offer.

Because the Offer was oversubscribed, Optex accepted for payment only a pro-rated portion of the shares of Common Stock properly tendered by each tendering stockholder (other than "odd lot" holders whose shares are being purchased on a priority basis). Based on the final tender count, and taking into consideration the effect of odd lot priority on the pro-ration factor, the final pro-ration factor for the Offer was approximately 92.8% of the shares of Common Stock properly tendered at or below the purchase price of $2.65 per share.

Payment for the shares of Common Stock accepted for purchase under the Offer will occur promptly, in accordance with applicable law.

Stockholders who have questions or would like additional information about the Offer may contact InvestorCom, the Information Agent for the Offer, toll-free at (877) 972-0090.

This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any shares of Common Stock.

About Optex Systems Holdings, Inc.

Optex, which was founded in 1987, is a Richardson, Texas based ISO 9001:2015 certified concern, which manufactures optical sighting systems and assemblies, primarily for Department of Defense (DOD) applications. Its products are installed on various types of U.S. military land vehicles, such as the Abrams and Bradley fighting vehicles, Light Armored and Armored Security Vehicles, and have been selected for installation on the Stryker family of vehicles. Optex also manufactures and delivers numerous periscope configurations, rifle and surveillance sights, and night vision optical assemblies. Optex delivers its products both directly to the military services and to prime contractors. For additional information, please visit the Company's website at www.optexsys.com.

Forward Looking Statements:

Any statements contained in this document that are not historical facts are forward-looking statements as defined in the U.S. Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these words or other similar terms or expressions. These statements are based on Optex's current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those expressed or implied by the statements herein. Additional information about the factors that may affect Optex's operations is set forth in Optex's current and periodic reports filed with the SEC, including Optex's current reports on Form 8-K, quarterly reports on Form 10-Q and annual reports on Form 10-K, particularly the discussion under the caption "Risk Factors" in Optex's Annual Report on Form 10-K for the fiscal year ended October 3, 2021. The forward-looking statements in this communication are based on information available to Optex as of the date hereof.

Except as required by law, Optex undertakes no obligation to update or revise the information contained in this press release or any other forward-looking statement, whether written or oral, that may be made as a result of new information, future events or otherwise.

For more information, contact:

Information Agent:
InvestorCom
19 Old Kings Highway S. - Suite 130
Darien, CT 06820
Toll Free (877) 972-0090
Banks and Brokers call collect (203) 972-9300
info@investor-com.com

SOURCE: Optex Systems Holdings, Inc.

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FAQ

What was the outcome of Optex's tender offer on September 15, 2022?

Optex's tender offer concluded with the purchase of approximately $4.25 million in shares, accepting 1,603,774 shares at $2.65 each.

How many shares of Optex were tendered in the auction?

A total of 1,727,926 shares were tendered, of which 1,603,774 were accepted.

What percentage of shares outstanding did Optex's tender offer represent?

The accepted shares represented about 19.3% of Optex's outstanding shares.

What was the pro-ration factor for Optex's tender offer?

The final pro-ration factor was approximately 92.8% for shares tendered at or below the purchase price of $2.65.

When will stockholders receive payment for accepted shares in the tender offer?

Payment for the accepted shares will occur promptly in accordance with applicable law.