Tiberius Capital II, LLC Announces Cash Tender Offer for MathStar, Inc. (OTC: MATH.PK) at $1.15 Net per Share
June 01 2009 - 6:00AM
PR Newswire (US)
CHICAGO, June 1 /PRNewswire/ -- Tiberius Capital II, LLC
("Tiberius"), a value-opportunity fund located in Chicago,
announced today that it has commenced a tender offer to acquire
4,682,564 outstanding shares of common stock (representing 51% of
the outstanding shares) of MathStar, Inc. (Pink Sheets: MATH) for
$1.15 net per share in cash. The tender offer represents a 6.48%
premium over the closing price of MathStar's common stock (the
"Shares") as of May 29, 2009, and a 36.90% premium over the closing
price of the Shares as of May 8, 2009. "We are pleased to offer a
significant premium to MathStar's shareholders," stated John M.
Fife, who, with Robert T. Sullivan, is one of the principals of
Tiberius. "We are making the tender offer to enhance shareholder
value. The potential strategies that we may cause MathStar to
pursue include a partial repurchase of Shares, an extraordinary
dividend, liquidation, selling or licensing MathStar's technology
assets, a business re-start in which MathStar would hire new
personnel to improve and commercially exploit its technology
assets, and/or a merger or other business combination. We will use
the balance of 2009 to carefully examine whether to re-start
MathStar's business and/or to identify a suitable merger partner."
The tender offer is scheduled to expire at 12:01 A.M., New York
City time, on Tuesday, June 30, 2009, unless extended. Tiberius
reserves the right (but is not obligated) to purchase more than
4,682,564 Shares, if more are tendered, or fewer than 4,682,564
Shares, if at least 3,750,000 Shares are tendered. The tender offer
is subject to certain conditions, including Tiberius being
satisfied that, upon purchasing the tendered Shares, it will
control MathStar's Board of Directors and at least $13.75 million
in cash or long-term marketable securities remains in MathStar.
Although Tiberius would control MathStar's Board of Directors after
purchasing a majority of the outstanding Shares in the tender
offer, Tiberius would invite Douglas M. Pihl, who is MathStar's
CEO, CFO and Chairman of the Board, and a person designated by him
to remain on the Board of Directors to provide continuity. Further
details and other conditions of the tender offer are set forth in
the Offer to Purchase. The tender offer documents, including the
Offer to Purchase and related Letter of Transmittal, will be filed
today with the Securities and Exchange Commission ("SEC").
MathStar's stockholders may obtain copies of the tender offer
documents for free when they become available at
http://www.sec.gov/. Free copies of such documents can also be
obtained when they become available by calling Mellon Investor
Services LLC, toll-free at (866) 223-5707. MathStar stockholders
are advised to read all of the tender offer documents carefully and
in their entirety, because they contain important information.
Forward-looking Statements This press release contains
forward-looking statements. Tiberius disclaims any intent or
obligation to update these forward-looking statements. All
statements contained herein that are not clearly historical in
nature or that may necessarily depend on future events are
forward-looking, and the words "anticipate," "believe," "expect,"
"estimate," "plan," "potential," "strategy," "pursue," and similar
expressions are generally intended to identify forward-looking
statements. Such statements are based on management's current
expectations, but actual results may differ materially due to
various factors such as delays in effecting the tender offer,
unanticipated events, prolonged adverse conditions in the U.S.
economy, and expectations regarding MathStar's financial condition
and liquidity. Forward-looking statements involve risks and
uncertainties. DATASOURCE: Tiberius Capital II, LLC CONTACT: Mellon
Investor Services LLC, 1-866-223-5707, for Tiberius Capital II, LLC
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