ProPhase Labs, Inc. Announces Commencement of Tender Offer to Repurchase Up to 4.0 Million Shares of Its Common Stock at Pric...
August 25 2017 - 4:05PM
ProPhase Labs, Inc. (NASDAQ:PRPH) (www.ProPhaseLabs.com), a
diversified natural health medical science company (the “Company”
or “ProPhase”), today announced that it has commenced a tender
offer to purchase up to 4.0 million shares of its common stock at a
price of $2.30 per share. The number of shares proposed to be
purchased in the tender offer represents approximately 24.7% of the
approximately 16.2 million shares of ProPhase’s common stock issued
and outstanding as of August 21, 2017. The last reported sale
price of ProPhase’s common stock on August 15, 2017, the last full
trading day before ProPhase announced its intention to commence the
tender offer, was $2.13 per share.
The tender offer will expire at 5:00 p.m., New York City time,
on Monday, September 25, 2017, unless extended by ProPhase.
Tenders of shares must be made on or prior to the expiration of the
tender offer and may be withdrawn at any time on or prior to the
expiration of the tender offer. The tender offer is subject
to a number of terms and conditions described in the Offer to
Purchase that is being distributed to stockholders.
On the terms and subject to the conditions of the tender offer,
ProPhase’s stockholders will have the opportunity to tender some or
all of their shares at a price of $2.30 per share. If
stockholders properly tender more than 4.0 million shares, ProPhase
will purchase shares tendered by those stockholders owning fewer
than 100 shares, without pro ration, and all other shares tendered
will be purchased on a pro rata basis, as described in the Offer to
Purchase that is being distributed to stockholders.
Stockholders whose shares are purchased in the tender offer will be
paid $2.30 per share, net in cash, less any applicable withholding
taxes and without interest, promptly after the expiration of the
tender offer period. 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.
ProPhase has approximately $36.9 million in cash and cash
equivalents, a portion of which will be used to fund the tender
offer.
The Information Agent is MacKenzie Partners, Inc. The
Depositary is American Stock Transfer & Trust Company,
LLC. The Offer to Purchase, Letter of Transmittal and related
documents are being mailed to stockholders of record and also will
be made available for distribution to beneficial owners of
ProPhase’s common stock. For questions and information,
please call the Information Agent toll free at 1-800-322-2885.
None of ProPhase, its Board of Directors, the Information Agent
or the Depositary is making any recommendations to stockholders as
to whether to tender or refrain from tendering their shares into
the tender offer. Stockholders must make their own decisions
as to how many shares they will tender, if any. In so doing,
stockholders should read and evaluate carefully the information in
the Offer to Purchase and in the related Letter of Transmittal.
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
COMMON STOCK. THE TENDER OFFER IS BEING MADE ONLY
PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND
RELATED MATERIALS THAT PROPHASE
WILL SHORTLY BE DISTRIBUTING TO ITS
STOCKHOLDERS AND FILING WITH THE SECURITIES AND EXCHANGE
COMMISSION. STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY
THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS
BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS
TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. STOCKHOLDERS
AND INVESTORS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT
ON SCHEDULE TO, THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND
OTHER DOCUMENTS THAT PROPHASE
WILL SHORTLY BE FILING WITH THE SECURITIES AND EXCHANGE
COMMISSION AT THE COMMISSION’S WEBSITE AT WWW.SEC.GOV, THE
INVESTOR INFORMATION SECTION OF
PROPHASE’S WEBSITE AT
WWW.PROPHASELABS.COM OR BY CALLING MACKENZIE
PARTNERS, INC., THE INFORMATION AGENT FOR THE
TENDER OFFER, TOLL-FREE AT
1-800-322-2885.
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 health care products and cold remedy products
that are offered to the general public. We are also engaged in the
research and development of potential over-the-counter (“OTC”) drug
and natural base health products including supplements, personal
care and cosmeceutical products. For more information visit
us at www.ProPhaseLabs.com.
Forward-Looking Statements
All statements contained in this press release, other than
statements of historical fact, are forward-looking statements
including those regarding the expected timing of the tender offer
described in this press release. These statements speak only as of
the date of this press release and are based on our current plans
and expectations and involve risks and uncertainties that could
cause actual results or future events to be different
from those described in or implied by such forward-looking
statements, including risks and uncertainties relating to changes
in facts and circumstances and other uncertainties concerning the
completion of the tender offer. Further information about these
matters can be found in our Securities and Exchange Commission
filings. Except as required by applicable law or regulation, we do
not undertake any obligation to update our forward-looking
statements to reflect future events or circumstances.
Investor Contact
Ted Karkus, Chairman and CEO
ProPhase Labs, Inc.
(267) 880-1111
ProPhase Labs (NASDAQ:PRPH)
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