Lifeway Announces Preliminary Results of Self-Tender Offer
July 26 2017 - 2:36PM
Lifeway Foods, Inc. (Nasdaq:LWAY), “Lifeway” or the “Company,” the
leading U.S. supplier of kefir cultured dairy products, announced
today the preliminary results of its “modified Dutch auction”
tender offer for up to $6 million of its common stock at a
price per share not less than $8.50 and not greater than
$9.50. The tender offer expired at 5:00 P.M., New York City
time, on July 25, 2017.
Based on the preliminary count by the depositary for the tender
offer, a total of approximately 85,665 shares of the Company’s
common stock were validly tendered and not validly withdrawn at or
below the price of $9.50 per share, including approximately 3,546
shares that were tendered through notice of guaranteed delivery.
The tender offer was not fully subscribed. In accordance with the
terms and conditions of the tender offer and based on the
preliminary count by the depositary, the Company expects to accept
for payment a total of approximately 85,665 shares of the Company’s
common stock at a purchase price of $9.50 per share, for a total
cost of approximately $813,817, excluding fees and expenses related
to the tender offer. These shares represent approximately 0.53% of
the Company’s total outstanding common stock as of July 25, 2017.
The depositary for the tender offer will promptly pay for the
shares accepted for purchase pursuant to the tender offer.
The Company expects to fund the share purchases in the tender
offer and the related fees and expenses through cash and cash
equivalents on hand.
The number of shares expected to be purchased in the tender
offer and the purchase price per share 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 three trading day
settlement period. The final number of shares to be purchased in
the tender offer and the final purchase price per share will be
announced following the expiration of the guaranteed delivery
period and the completion by the depositary of the confirmation
process. Payment for the shares accepted for purchase pursuant to
the tender offer, and the return of all other shares tendered and
not purchased, will occur promptly thereafter.
The dealer manager for the tender offer is Georgeson Securities
Corporation. Georgeson LLC is serving as information agent for the
tender offer and Computershare, Inc. is serving as the depositary
for the tender offer.
About Lifeway Foods, Inc.
Lifeway Foods, Inc. (LWAY), recently named one of Forbes’ Best
Small Companies, is America’s leading supplier of the probiotic,
fermented beverage known as kefir. In addition to its line of
drinkable kefir, the company also produces frozen kefir, specialty
cheeses and a ProBugs line for kids. Lifeway’s tart and tangy
cultured dairy products are available throughout the United States
and on a small, but growing basis in Canada, Latin America,
Ireland, and the United Kingdom. Learn how Lifeway is good for more
than just you at www.lifewaykefir.com.
Forward-Looking Statements
All statements in this release (and oral statements made
regarding the subjects of this release) contain “forward-looking
statements” as defined in the Private Securities Litigation Reform
Act of 1995 regarding, among other things, including statements
about the preliminary results of the tender offer and the Company’s
intention to purchase shares in the tender offer. These statements
use words, and variations of words, such as “will,” “expect,”
“assume,” and “approximately.” You are cautioned not to rely on
these forward-looking statements. These statements are based on
current expectations of future events and thus are inherently
subject to uncertainty. If underlying assumptions prove inaccurate
or known or unknown risks or uncertainties materialize, actual
results could vary materially from Lifeway’s expectations and
projections. These risks, uncertainties, and other factors include:
the preliminary nature of the results announced in this press
release; our ability to complete the tender offer; the actions of
competitors; the effects of government agency actions and
regulations; possible delays in the introduction of new products;
and customer acceptance of our products and services. A further
list and description of these risks, uncertainties, and other
factors can be found in Lifeway’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2016, and the Company’s
subsequent filings with the SEC. Copies of these filings are
available online at https://www.sec.gov,
http://lifewaykefir.com/investor-relations/, or on request from
Lifeway. Information in this release is as of the dates and time
periods indicated herein, and Lifeway does not undertake to update
any of the information contained in these materials, except as
required by law. Accordingly, YOU SHOULD NOT RELY ON THE ACCURACY
OF ANY OF THE STATEMENTS OR OTHER INFORMATION CONTAINED IN ANY
ARCHIVED PRESS RELEASE.
Contact:
Lifeway Foods, Inc.
Phone: 847.967.1010
Email: info@lifeway.net
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