Avid® (Nasdaq: AVID) (the “Company”), today announced that it
has amended its previously announced cash tender offer (the
“Offer”) for any and all of its outstanding 2.00% Senior
Convertible Notes due 2020 (the “Notes”) by increasing the purchase
price to $982.50 per $1,000 from $977.50 per $1,000 principal
amount of the Notes that are validly tendered (and not validly
withdrawn) in the Offer.
The terms and conditions of the Offer prior to
the amendment described in this release were set forth in the
Company’s Offer to Purchase, dated April 11, 2019 (the “Original
Offer to Purchase”), and the related letter of transmittal (the
“Original Letter of Transmittal”), copies of which were previously
filed as exhibits to the Tender Offer Statement on Schedule TO
filed with the Securities and Exchange Commission (the “SEC”) on
April 11, 2019 (the “Schedule TO” and, together with the Original
Offer to Purchase and the Original Letter of Transmittal, the
“Original Offer Documents”). The Original Offer Documents have been
amended and supplemented by Amendment No. 1 to the Schedule TO and
its exhibits (including Supplement No. 1 to the Offer to Purchase
and the Amended and Restated Letter of Transmittal) to reflect the
increase in the purchase price. The amendment to Schedule TO
was filed with the SEC on April 25, 2019 (the “Amendment” and,
together with the Original Offer Documents, the “Offer
Documents”).
The complete terms and conditions of the Offer
are set forth in the Offer Documents. Holders of the Notes should
read the Offer Documents because they contain important
information.
The dealer manager for the Offer is Jefferies
LLC. Questions regarding the Offer may be directed to Jefferies LLC
whose address and telephone number are as follows:
Jefferies LLC520 Madison
AvenueNew York, NY 10022Telephone: (212) 284-8137
Global Bondholder Services Corporation is acting
as the tender and information agent in connection with the Offer.
Any questions regarding procedures for tendering the Notes or
requests for additional copies of the Offer Documents, which are
available for free and which describe the Offer in greater detail,
should be directed to Global Bondholder Services Corporation whose
address and telephone numbers are as follows:
Global Bondholder Services
Corporation65 Broadway-Suite 404New York, New York
10006Attention: Corporate ActionsFacsimile (Eligible Institutions
only): (212) 430-3775/3779To confirm receipt of facsimile by
telephone: (212) 430-3774Banks and Brokers, Call Collect: (212)
430-3774All Others Call Toll Free: (866) 470-4300
The Company’s Board of Directors has authorized the Offer and
increase in the purchase price. However, none of the Company, the
Company’s Board of Directors, the dealer manager, the information
agent or the depositary makes any recommendation to convertible
note holders as to whether to tender or refrain from tendering
their Notes. No person is authorized to make any such
recommendation. Convertible note holders must make their own
decision as to whether to tender their Notes. In doing so,
convertible note holders should read carefully the information in,
or incorporated by reference in, the Offer Documents (as they may
be amended or supplemented), including the purposes and effects of
the Offer. Convertible note holders are urged to discuss their
decisions with their own tax advisors, financial advisors and/or
brokers.
This press release is for informational purposes
only and is not an offer to sell or purchase, the solicitation of
an offer to sell or purchase or the solicitation of consents with
respect to any securities discussed herein. The Offer is only being
made pursuant to the terms of the Offer Documents, as they may be
amended or supplemented.
Forward-Looking Statements
This press release contains “forward-looking
statements.” These forward-looking statements generally can be
identified by use of phrases or terminology such as “may,” “will,”
“should,” “hope,” “could,” “would,” “expects,” “plans,” “intends,”
“anticipates,” “believes,” “estimates,” “approximates,” “predicts,”
“projects,” “potential” and “continues” or other similar words or
the negative of such terminology. Similarly, descriptions of the
Company’s objectives, strategies, plans, goals or targets contained
herein are also considered forward-looking statements. The Company
believes this press release should be read in conjunction with all
of its filings with the SEC and cautions its readers that these
forward looking statements are subject to certain events, risks,
uncertainties, and other factors. Some of these factors include,
among others, the Company’s ability to complete the tender offer in
a timely manner or at all and uncertainty as to the aggregate
principal amount of Notes purchased in the tender offer. Although
the Company believes that the expectations, statements and
assumptions reflected in these forward-looking statements are
reasonable, it cautions readers to always consider all of the risk
factors and any other cautionary statements carefully in evaluating
each forward-looking statement in this press release, as well as
those set forth in its latest Annual Report on Form 10-K, and other
filings filed with the SEC, including its Current Reports on Form
8-K. These and other important factors could cause actual results
to differ materially from those anticipated or implied in the
forward-looking statements. All of the forward-looking statements
contained herein speak only as of the date of this press
release.
About Avid
Avid delivers the most open and efficient media
platform, connecting content creation with collaboration, asset
protection, distribution, and consumption. Avid’s preeminent
customer community uses Avid’s comprehensive tools and workflow
solutions to create, distribute and monetize the most watched,
loved and listened to media in the world-from prestigious and
award-winning feature films to popular television shows, news
programs and televised sporting events, and celebrated music
recordings and live concerts. With the most flexible deployment and
pricing options, Avid’s industry-leading solutions include Media
Composer®, Pro Tools®, Avid NEXIS®, MediaCentral®, iNEWS®,
AirSpeed®, Sibelius®, Avid VENUE™, FastServe®, Maestro™, and
PlayMaker™.
© 2019 Avid Technology, Inc. All rights
reserved. Avid, the Avid logo, Avid NEXIS, Avid FastServe,
AirSpeed, iNews, Maestro, MediaCentral, Media Composer, NewsCutter,
PlayMaker, Pro Tools, Avid VENUE, and Sibelius are trademarks or
registered trademarks of Avid Technology, Inc. or its subsidiaries
in the United States and/or other countries. All other trademarks
are the property of their respective owners. Product features,
specifications, system requirements and availability are subject to
change without notice.
Investor Contact:
Whit Rappole
Avid
ir@avid.com
(978) 275-2032
PR Contact:
Jim Sheehan
Avid
jim.sheehan@avid.com
(978) 640-3152
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