Tiber Ventures, Inc. (fka SeaChange International, Inc.) Announces Tender Offer for up to $6.2mm of Shares of its Common Stock

Rhea-AI Summary

Tiber Ventures, previously known as SeaChange International (OTC: SEAC), has announced a modified 'Dutch auction' tender offer to purchase up to $6.16 million of its common stock. Shareholders can tender their shares at a price between $6.75 and $7.25. The offer expires on July 10, 2024, unless extended or terminated.

The tender offer is not contingent on financing or a minimum number of shares being tendered. Tiber Ventures will use cash and cash equivalents for the purchase. Stockholders can withdraw their shares before the expiration date, and the tender offer documents provide detailed instructions.

Georgeson is the information agent, and Computershare is the depositary. Tiber Ventures advises shareholders to read the offer documents carefully for complete terms and conditions.

Positive

• Tiber Ventures is offering to repurchase up to $6.16 million of its common stock, potentially increasing shareholder value.
• The tender offer allows shareholders to specify their desired selling price within a set range, offering flexibility.
• The offer is funded through existing cash and cash equivalents, indicating strong liquidity.
• There is no minimum share requirement, allowing all tendered shares to be considered.
• Tiber Ventures may purchase up to an additional 2% of outstanding shares, showing commitment to share repurchase.

Negative

• The tender offer is to $6.16 million, which may not significantly impact the stock price.
• Shareholders participating in the tender offer may face withholding taxes, reducing net proceeds.
• The tender offer’s success is uncertain as it depends on shareholder participation.
• The company will use existing cash, potentially reducing its reserves for other investments or operations.

BOSTON, June 10, 2024 (GLOBE NEWSWIRE) -- Tiber Ventures, Inc., formerly known as SeaChange International, Inc., (OTC: SEAC) ("Tiber Ventures") today is announcing a modified "Dutch auction" tender offer to purchase with cash up to $6.16 million of shares of its common stock, at a price per share of not less than $6.75 and not more than $7.25. The complete terms of the tender offer are set forth in the Offer to Purchase and the related Letter of Transmittal, each dated today.

The tender offer will expire one minute after 4:59 P.M. Eastern Daylight Time on July 10, 2024 unless extended by Tiber Ventures or otherwise terminated. Tenders of shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time prior to the expiration of the tender offer, in each case, in accordance with the procedures described in the tender offer materials. The tender offer is not conditioned on the receipt of financing or any minimum number of shares being tendered, but it is subject to certain other conditions. Subject to applicable law, Tiber Ventures may extend, terminate or otherwise amend the tender offer in its sole discretion. The tender offer documents contain tendering instructions and a complete explanation of the tender offer's terms and conditions. Tiber Ventures expects to use cash and cash equivalents to fund the purchase of shares validly tendered and accepted in the tender offer.

A modified "Dutch auction" tender offer allows stockholders to indicate how many shares and at what price within Tiber Ventures’ specified range they wish to tender their shares. Based on the number of shares tendered and the prices specified by the tendering stockholders, Tiber Ventures will determine the lowest price per share within the specified range that will enable it to purchase shares having an aggregate purchase consideration of up to $6.16 million. Tiber Ventures also reserves the right, in the event that more than $6.16 million of its shares are tendered in the tender offer at or below the purchase price, to purchase at its option up to an additional number of shares of common stock not to exceed 2% of the total number of its shares of common stock outstanding (exclusive of any shares of common stock held by or for Tiber Ventures’ account or by or for the account of any of Tiber Ventures’ subsidiaries) without amending or extending the tender offer. All shares purchased by Tiber Ventures in the tender offer will be purchased at the same price. Stockholders whose shares are purchased in the tender offer will be paid the determined purchase price in cash, less any applicable withholding taxes and without interest, promptly after the expiration of the tender offer.

Stockholders wishing to tender their shares but who are unable to deliver them physically or by book-entry transfer prior to the expiration of the tender offer, or who are unable to make delivery of all required documents to the depositary prior to the expiration of the tender offer, may tender their shares by complying with the guaranteed delivery procedures set forth in the offer to purchase.

Neither Tiber Ventures, its board of directors, the information agent, nor the depositary makes any recommendation as to whether any stockholder should participate or refrain from participating in the tender offer or as to the price or prices at which stockholders may choose to tender their shares in the tender offer.

Georgeson LLC is serving as information agent for the tender offer and Computershare, Inc./Computershare Trust Company, N.A. is serving as the depositary for the tender offer.

Additional Information Regarding the Tender Offer

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of common stock. The tender offer is being made solely by the Offer to Purchase, Letter of Transmittal and other related tender offer documents, as they may be amended or supplemented from time to time, dated June 10, 2024. Each of these documents is being sent to stockholders. Stockholders may also obtain a copy of these documents from the information agent, Georgeson LLC, by calling (866) 679-2302 (toll-free). STOCKHOLDERS ARE URGED TO CAREFULLY READ THE OFFER TO PUR-CHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER, THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR SHARES.

Forward-Looking Statements

This press release includes forward-looking statements, including statements regarding the completion, timing and size of the proposed offering and the terms of the tender offer. Forward-looking statements represent Tiber Ventures’ current expectations regarding future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties are market conditions, including market interest rates, the trading price and volatility of Tiber Ventures’ common stock and risks relating to Tiber Ventures’ business. Tiber Ventures may not consummate the proposed offering described in this press release and, if the proposed offering is consummated, cannot provide any assurances regarding the final terms of the tender offer. The forward-looking statements included in this press release speak only as of the date of this press release, and Tiber Ventures does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

Tiber Ventures Contact
Mark Szynkowski, Investor Relations
info@tiber-ventures.com

FAQ

What is Tiber Ventures' tender offer?

Tiber Ventures is offering to purchase up to $6.16 million of its common stock through a modified 'Dutch auction.'

When does the SEAC tender offer expire?

The tender offer expires at 4:59 PM EDT on July 10, 2024, unless extended or terminated.

What is the price range for the Tiber Ventures tender offer?

Shareholders can tender their shares at a price between $6.75 and $7.25.

How will Tiber Ventures fund the tender offer?

Tiber Ventures will use cash and cash equivalents to fund the purchase of shares.

Can shareholders withdraw their shares from the tender offer?

Yes, shareholders can withdraw their shares at any time before the expiration date.

Is the Tiber Ventures tender offer dependent on financing?

No, the tender offer is not conditioned on the receipt of financing.

Who is the information agent for the Tiber Ventures tender offer?

Georgeson is serving as the information agent for the tender offer.

What should shareholders do to participate in the Tiber Ventures tender offer?

Shareholders should follow the instructions in the Offer to Purchase and Letter of Transmittal to tender their shares.

What happens if more than $6.16 million of shares are tendered?

Tiber Ventures may purchase up to an additional 2% of outstanding shares without extending the tender offer.