Lifeway Commences Self-Tender Offer for Up to $6 Million of Its Common Stock
June 26 2017 - 9:07AM
Lifeway Foods, Inc. (Nasdaq:LWAY), “Lifeway” or the “Company,” the
leading U.S. supplier of kefir cultured dairy products, announced
today that it has commenced a “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 will expire at 5:00 P.M., New York City time, on July 25,
2017, unless extended by the Company. Tenders of shares must be
made on or prior to the expiration of the tender offer and may be
withdrawn at any time prior to the expiration of the tender offer,
in each case, in accordance with the procedures described in the
tender offer materials.
A “modified Dutch auction” tender offer allows shareholders to
indicate how many shares and at what price within the Company’s
specified range they wish to tender. Based on the number of shares
tendered and the prices specified by the tendering shareholders,
the Company will determine the lowest price per share within the
specified range that will enable the Company to purchase shares
having an aggregate purchase price of up to $6 million. The Company
also reserves the right, in the event that more than $6 million of
its shares are tendered in the tender offer at or below the
purchase price, to purchase up to an additional 2% of its
outstanding shares of common stock without amending or extending
the tender offer. All shares purchased by the Company in the tender
offer will be purchased at the same price. Shareholders whose
shares are purchased in the tender offer will be paid the
determined purchase price in cash, less any applicable withholding
taxes and without interest, after the expiration of the tender
offer.
If the tender offer is fully subscribed, the Company would
repurchase a total of approximately $6 million of its common stock
through the tender offer (representing approximately 3.9% to 4.4%
of the Company’s outstanding shares of common stock as of June 23,
2017).
The Company will pay for the shares purchased in the tender
offer and the related fees and expenses through cash and cash
equivalents on hand. The completion of the tender offer is
not conditioned on the receipt of the proceeds from any debt
financing. The tender offer is not conditioned upon any minimum
number of shares being tendered, but is subject to customary
conditions that are described in the tender offer documents. The
tender offer documents also contain tendering instructions and a
complete explanation of the tender offer’s terms and
conditions.
The dealer manager for the tender offer 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.
Neither Lifeway, its directors, the dealer manager, the
information agent, nor the depositary makes any recommendation as
to whether to tender shares or as to the price at which to tender
them.
Additional Information Regarding the Planned Tender
Offer
This release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any shares of
the Company’s common stock. The tender offer is being made solely
by the Offer to Purchase, Letter of Transmittal and other tender
offer documents, as they may be amended or supplemented from time
to time, mailed to shareholders beginning on June 26, 2017. Each of
these documents have been filed with the Securities and Exchange
Commission, and shareholders may obtain them for free from the
Securities and Exchange Commission at its website (www.sec.gov).
Shareholders may also obtain a copy of these documents from the
Company’s information agent, Georgeson LLC, by calling toll-free at
(800) 676-0194. SHAREHOLDERS ARE URGED TO CAREFULLY READ 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, THAT SHAREHOLDERS SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SHARES.
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.
Contact:
Lifeway Foods, Inc.
Phone: 224.265.8080
Email: info@lifeway.net
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