TechTarget, Inc. Announces Commencement of Tender Offer to Repurchase up to 10,000,000 Shares of its Common Stock at Price of...
November 09 2010 - 8:01AM
Business Wire
TechTarget, Inc. (NASDAQ: TTGT) announced today that it has
commenced a tender offer to purchase up to 10,000,000 shares of its
common stock at a price of $6.00 per share. The number of shares
proposed to be purchased in the tender offer represents
approximately 23.5% of the approximately 42.6 million shares of
TechTarget’s common stock currently issued and outstanding. The
last reported sale price of TechTarget’s common stock on November
5, 2010 was $5.13 per share.
The tender offer will expire at 5:00 p.m., New York City time,
on Thursday, December 9, 2010, unless extended by TechTarget.
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tender offer and may be withdrawn at any time on or prior to the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,
TechTarget’s stockholders will have the opportunity to tender some
or all of their shares at a price of $6.00 per share. If
stockholders properly tender and do not properly withdraw more than
10,000,000 shares, TechTarget 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. Stockholders whose shares are purchased in the tender
offer will be paid $6.00 per share, net in cash, less any
applicable withholding taxes and without interest, promptly after
the expiration of the tender offer period.
TechTarget will use a portion of its cash, cash equivalents and
investments, which as of September 30, 2010 equaled approximately
$85 million, to fund the tender offer. In the event that more than
approximately 6.7 million shares are properly tendered and
purchased, TechTarget expects to evaluate whether it will obtain a
debt financing facility after completion of the tender offer.
Georgeson Securities Corporation is acting as the Dealer Manager
and the Information Agent is Georgeson Inc. The Depositary is
Computershare Trust Company, N.A. 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 TechTarget’s Common Stock. For questions and
information, please call the Information Agent toll free at (800)
248-7690.
None of TechTarget, its Board of Directors, the Information
Agent, the Dealer Manager 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 TECHTARGET COMMON STOCK. THE TENDER OFFER IS
BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED MATERIALS THAT TECHTARGET 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 TECHTARGET WILL SHORTLY BE FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSION’S WEBSITE
AT WWW.SEC.GOV, THE INVESTOR INFORMATION SECTION OF
TECHTARGET’S WEBSITE AT WWW.TECHTARGET.COM OR BY
CALLING GEORGESON INC., THE INFORMATION AGENT FOR THE TENDER OFFER,
TOLL-FREE AT (800) 248-7690. STOCKHOLDERS ARE URGED TO CAREFULLY
READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO
THE TENDER OFFER.
About TechTarget
TechTarget (www.techtarget.com) (NASDAQ: TTGT) is a leading
global technology media company with more than 90
technology-specific websites, 9 million registered members, and
more than 10 years of groundbreaking accomplishments. Our extensive
editorial and vendor-sponsored content fulfills the needs of tech
pros looking for in-depth coverage of technology topics throughout
their buying process and positions us to meet the needs of
technology marketers targeting qualified technology audiences.
All statements contained in this press release, other than
statements of historical fact, are forward-looking statements.
These statements are based on our current plans and expectations
and involve risks and uncertainties that could cause actual future
events or results to be different than those described in or
implied by such forward-looking statements, including risks and
uncertainties regarding: TechTarget’s stock price, changes in
financial markets; changes in economic, political or regulatory
conditions or other trends affecting the Internet and information
technology industries; changes in facts and circumstances and other
uncertainties concerning the completion of the tender offer; and
the ability of TechTarget to achieve the benefits contemplated by
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.
(C) 2010 TechTarget, Inc. All rights reserved. TechTarget and
the TechTarget logo are registered trademarks of TechTarget. All
other trademarks are the property of their respective owners.
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