Safeguard Announces Final Results of Modified Dutch Auction Tender Offer

Rhea-AI Summary

Safeguard Scientifics (NYSE:SFE) announced final results of its self-tender offer to repurchase up to $35 million of common stock at $7.90 to $9.00 per share. The offer expired on October 1, 2021, with 5,014,874 shares tendered. Due to oversubscription, Safeguard exercised its right to purchase an additional 2% of shares, acquiring a total of 4,304,826 shares for approximately $38.7 million. This represents about 20.7% of Safeguard's outstanding shares, leaving 16,491,595 shares post-settlement. Payments will be made from available cash.

Positive

• Oversubscribed tender offer indicates strong shareholder interest.
• Repurchase of shares may enhance shareholder value by reducing outstanding shares.

Negative

• Oversubscription may signal limited liquidity for shareholders wishing to sell.
• The company’s ability to execute monetization of ownership interests remains uncertain.

RADNOR, Pa., Oct. 07, 2021 (GLOBE NEWSWIRE) -- Safeguard Scientifics, Inc. (NYSE:SFE) (“Safeguard” or the “Company”) today announced the final results of its previously announced modified “Dutch auction” self-tender offer to purchase for cash up to $35 million in value of shares of its common stock at a price within (and including) the range of $7.90 to $9.00 per share. As described in the tender offer, the Company reserved the right to purchase up to an additional 2% of the Company’s outstanding shares of common stock without amending or extending the offer (the “Additional Shares”). The tender offer expired at 5:00 p.m. Eastern Time on Friday, October 1, 2021.

Based on the final count by Computershare Trust Company, N.A. (the “Depository”), the depositary for the tender offer, a total of 5,014,874 shares of common stock were properly tendered and not properly withdrawn at or below the purchase price of $9.00 per share. Because the number of shares tendered exceeds $35 million in value, the tender offer is oversubscribed and the Company exercised its right to purchase the Additional Shares. Therefore, in accordance with the terms and conditions specified in the tender offer, the Company will purchase shares of its common stock from all tendering shareholders on a pro rata basis (excluding odd lots and conditional tenders where the condition was not satisfied), disregarding fractions.

In the aggregate, 4,304,826 shares of common stock, including 415,938 Additional Shares, were accepted for payment at the same price of $9.00 per share for an aggregate purchase price of approximately $38.7 million, excluding fees and expenses related to the tender offer. Accordingly, on a pro rata basis, including the impact of the Additional Shares purchased, but excluding odd lots and conditional tenders where the condition was not satisfied, and disregarding fractions, approximately 85.9% of the shares for each shareholder who properly tendered shares have been accepted for payment.

The shares accepted for purchase represent approximately 20.7% of the total number of shares of the Company’s common stock issued and outstanding as of October 1, 2021. Based on these numbers as of October 1, 2021, and following settlement of the tender offer, the Company will have 16,491,595 shares of common stock issued and outstanding. The Company will pay for the share repurchases with available cash on hand. The Depositary will promptly pay for the shares accepted for purchase pursuant to the tender offer and will return all other shares tendered and not purchased in accordance with the terms and conditions specified in the tender offer. Any questions about the tender offer should be directed to the information agent, Georgeson LLC at (800) 676-0098.

About Safeguard Scientifics
Historically, Safeguard Scientifics has provided capital and relevant expertise to fuel the growth of technology-driven businesses. Safeguard has a distinguished track record of fostering innovation and building market leaders that spans more than six decades. Safeguard is currently pursuing a focused strategy to value-maximize and monetize its ownership interests over a multi-year time frame to drive shareholder value. For more information, please visit www.safeguard.com.

Forward- Looking Statements
Except for the historical information and discussions contained herein, statements contained in this release may constitute “forward-looking statements.” Our forward-looking statements are subject to risks and uncertainties. Forward-looking statements include, but are not limited to, statements related to the terms of the tender offer and Safeguard’s ability to complete the tender offer, statements regarding Safeguard’s ability to maximize the value of monetization opportunities of its ownership interests and drive total shareholder returns. Safeguard’s initiatives taken or contemplated to enhance and unlock value for all of its shareholders, Safeguard’s efforts to execute on and implement its strategy to streamline its organizational structure, reduce its operating costs, pursue monetization opportunities for ownership interests and maximize the return of value to its shareholders, Safeguard’s ability to create, unlock, enhance and maximize shareholder value, the effect of Safeguard’s management succession plan on driving increased organizational effectiveness and efficiencies, the ability of the management team to execute Safeguard’s strategy, the availability of, the timing of, and the proceeds that may ultimately be derived from the monetization of ownership interests, Safeguard’s projections regarding the reduction in its ongoing operating expenses, Safeguard’s projections regarding annualized operating expenses and expected severance expenses, monetization opportunities for ownership interests, and the amount of net proceeds from the monetization of ownership interests that will enable the return of value to Safeguard shareholders after satisfying working capital needs and the timing of such return of value. Such forward-looking statements are not guarantees of future operational or financial performance and are based on current expectations that involve a number of uncertainties, risks and assumptions that are difficult to predict.  Therefore, actual outcomes and/or results may differ materially from those expressed or implied by such forward-looking statements. The risks and uncertainties that could cause actual results to differ materially include, among others, our ability to complete the tender offer, the price and amount of shares purchased pursuant to the tender offer, our ability to achieve the benefits contemplated by the tender offer, our ability to make good decisions about the monetization of our ownership interests for maximum value or at all and the return of value to our shareholders, our ability to successfully execute on our strategy to streamline our organizational structure and align our cost structure to increase shareholder value, whether our strategy will better position us to focus our resources on the highest-return opportunities and deliver enhanced shareholder value, the ongoing support of our existing ownership interests, the fact that our companies may vary from period to period, challenges to achieving liquidity from our ownership interests, fluctuations in the market prices of our publicly traded holdings, if any, competition, our inability to obtain maximum value for our ownership interests, our ability to attract and retain qualified employees, market valuations in sectors in which our ownership interests operate, our inability to control our ownership interests, our need to manage our assets to avoid registration under the Investment Company Act of 1940, risks, disruption, costs and uncertainty caused by or related to the actions of activist shareholders, including that if individuals are elected to our Board with a specific agenda, it may adversely affect our ability to effectively implement our business strategy and create value for our shareholders and perceived uncertainties as to our future direction as a result of potential changes to the composition of our Board may lead to the perception of a change in the direction of our business, instability or a lack of continuity that may adversely affect our business, and risks associated with our ownership interests, including the fact that most of our ownership interests have a limited operating history and a history of operating losses, face intense competition and may never be profitable, the effect of economic conditions in the business sectors in which our companies operate, and other uncertainties described in our filings with the Securities and Exchange Commission. Many of these factors are beyond our ability to predict or control. As a result of these and other factors, the Company’s past operational and financial performance should not be relied on as an indication of future performance. For further details regarding the risks to the tender offer, you should read our filings with the Securities and Exchange Commission related to the tender offer, including Schedule TO and the documents referred to therein. Further information on the above risk factors and other potential factors that could affect our future business, operating results and financial condition is included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and other periodic filings with the Securities and Exchange Commission, including risks under the heading “Risk Factors.” The Company does not assume any obligation to update any forward-looking statements or other information contained in this press release.

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FAQ

What was the outcome of Safeguard Scientifics' self-tender offer on October 1, 2021?

The self-tender offer was oversubscribed, resulting in the purchase of 4,304,826 shares at $9.00 each, totaling approximately $38.7 million.

How many shares did Safeguard Scientifics accept in its tender offer?

Safeguard accepted 4,304,826 shares, which included an additional 415,938 shares due to oversubscription.

What percentage of Safeguard Scientifics' total shares were purchased in the tender offer?

The shares accepted for purchase represent approximately 20.7% of the total shares outstanding.

How will Safeguard Scientifics fund the share repurchase?

The company will fund the share repurchase using available cash on hand.

What is the stock price range for the tender offer by Safeguard Scientifics?

The tender offer price range was between $7.90 and $9.00 per share.