ProPhase Labs, Inc. Announces Intention to Commence Tender Offer to Repurchase Up to 4,000,000 Shares of Its Common Stock
August 15 2017 - 8:00PM
ProPhase Labs, Inc. (NASDAQ:PRPH) (www.ProPhaseLabs.com), a
diversified natural health medical science company (the “Company”
or “ProPhase”), today announced that it intends to commence a
tender offer to purchase up to 4,000,000 shares of its common stock
at a price per share of $2.30 per share. The Company
anticipates that the tender offer will be launched on or before
August 25, 2017 and will remain open for at least 20 business days
from initiation. If the maximum number of shares to be purchased in
the tender offer were in fact tendered, the number of shares that
would then be purchased in the tender offer represents
approximately 24.7% of ProPhase’s currently issued and outstanding
common shares. If stockholders tender more than 4,000,000
shares, the maximum sought in the tender offer, ProPhase will
purchase shares from all stockholders who properly tender shares,
on a pro rata basis, based on the aggregate number of shares
tendered. Ted Karkus, Chairman of the Board and Chief Executive
Officer of ProPhase, has irrevocably committed to tender 500,000
shares he owns on the same terms and conditions as are offered to
all other stockholders. The NASDAQ Official Closing Price of
ProPhase’s common stock on August 15, 2017 was $2.13 per share.
ProPhase has approximately $36.9 million in cash and cash
equivalents, a portion of which will be used to fund the tender
offer. The Board of Directors of ProPhase has determined to
commence the tender offer in order to provide liquidity to its
stockholders by permitting them the opportunity to tender shares of
ProPhase common stock for cash in accordance with the terms of the
offer to purchase that will be filed with the Securities and
Exchange Commission.
None of ProPhase, its Board of Directors, the
Information Agent or the Depositary will make any recommendations
to stockholders as to whether to tender or refrain from tendering
their shares into the tender offer. Stockholders must make
their own decision as to how many shares they will tender, if
any.
THIS PRESS RELEASE IS FOR INFORMATIONAL
PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE
SOLICITATION OF AN OFFER TO SELL SHARES OF PROPHASE LABS, INC.
COMMON STOCK. THE TENDER OFFER FOR SHARES OF PROPHASE LABS, INC.
COMMON STOCK DESCRIBED IN THIS PRESS RELEASE HAS NOT YET
COMMENCED. THE TENDER OFFER WILL BE MADE ONLY PURSUANT TO AN
OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED
MATERIALS THAT PROPHASE INTENDS TO DISTRIBUTE TO ITS STOCKHOLDERS
AND FILE WITH THE SECURITIES AND EXCHANGE COMMISSION.
STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO
PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF,
AND CONDITIONS TO, THE TENDER OFFER. STOCKHOLDERS AND INVESTORS
WILL BE ABLE TO OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON
SCHEDULE TO, THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER
DOCUMENTS THAT PROPHASE INTENDS TO FILE WITH THE SECURITIES
AND EXCHANGE COMMISSION AT THE COMMISSION’S WEBSITE AT
WWW.SEC.GOV OR BY CALLING THE INFORMATION AGENT (TO BE
IDENTIFIED AT THE TIME THE OFFER IS MADE) FOR THE TENDER OFFER.
STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO
MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.
About
ProPhase
ProPhase is a manufacturer, marketer and
distributor of a diversified range of homeopathic and health care
products that are offered to the general public. We are also
engaged in the research and development of other potential
over-the-counter (“OTC”) drugs and natural base health products,
including supplements, personal care and cosmeceutical products,
and intend to explore and evaluate opportunities outside of the
consumer products industry. For more information visit us at
www.ProPhaseLabs.com.
Forward-Looking Statements
Except for the historical information contained
herein, this document contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995, including statements relating to the expected timing and
terms of the tender offer. Management believes that these
forward-looking statements are reasonable as and when made.
However, such forward-looking statements involve known and unknown
risks, uncertainties, and other factors that may cause actual
results to differ materially from those projected in the
forward-looking statements. These risks and uncertainties include,
but are not limited to: changes in financial markets; changes in
economic or regulatory conditions or other trends affecting the
healthcare industry; and changes in facts and circumstances and
other uncertainties concerning the commencement and completion of
the tender offer, and the risk factors listed from time to time in
our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
any subsequent SEC filings.
Investor Contact
Ted Karkus, Chairman and CEO
ProPhase Labs, Inc.
(267) 880-1111
ProPhase Labs (NASDAQ:PRPH)
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