NEW YORK, Jan. 4, 2019 /PRNewswire/ -- Pareteum
Corporation (Nasdaq: TEUM), a cloud software platform company,
announced today that it has extended the offering period of its
previously announced tender offer to purchase all outstanding
shares of iPass Inc. (Nasdaq: IPAS), a provider of global
mobile connectivity, and location and performance data, due to
unexpected government closure causing delays with our registration
statement and completing closing conditions required by our
definitive agreement. The tender offer is being made pursuant to
the Agreement and Plan of Merger (the "Merger Agreement"), dated as
of November 12, 2018, by and among
Pareteum Corporation ("Pareteum"), iPass Inc. ("iPass") and TBR,
Inc., a wholly-owned subsidiary of Pareteum ("TBR"). The tender
offer is now scheduled to expire at 5:00
pm, New York City time, on
January 17, 2019, unless the tender
offer is extended or earlier terminated, in either case pursuant to
the terms of the Merger Agreement.
Continental Stock Transfer & Trust, the depository for the
tender offer, has advised Pareteum and iPass that as of
5:00 p.m., New York City time, on January 3, 2019, 5,070,014 shares representing
approximately 60% percent of the outstanding iPass shares have been
validly tendered pursuant to the tender offer and not properly
withdrawn. iPass shareholders who have already tendered
their shares of iPass do not have to re-tender their shares or take
any other action as a result of the extension of the expiration
date of the tender offer.
Completion of the tender offer remains subject to additional
conditions described in the tender offer statement on Schedule TO
filed by TBR and Pareteum with the U.S. Securities and Exchange
Commission (the "SEC") on December 4,
2018 (as amended and supplemented, the "Schedule TO"). Such
conditions include the consent of certain third parties, including
iPass's secured lender Fortress Credit Corp., and at least a
majority of iPass's outstanding shares being validly tendered and
not withdrawn prior to the expiration of the tender offer
(including any extensions). The tender offer will continue to be
extended until all conditions are satisfied or waived, or until the
tender offer is terminated, in either case pursuant to the terms of
the Merger Agreement and as described in the Schedule TO, as
amended.
Morrow Sodali is acting as information agent for the tender
offer. Requests for documents and questions regarding the tender
offer may be directed to Morrow Sodali toll free at (800)
662-5200.
About Pareteum:
Pareteum Corporation (Nasdaq: TEUM) is a rapidly growing Global
Software Defined Cloud company with a mission to connect "every
person and everything." Organizations use Pareteum to energize
their growth and profitability through our Global Software Defined
Cloud and complete turnkey solutions featuring relevant content,
applications, and connectivity worldwide. Our cloud platform
services partners (technologies integrated into our cloud) include:
HPE, IBM, Ribbon Communications (Sonus+GenBand), NetNumber, Oracle,
Microsoft, and other world class technology providers. All of the
relevant customer-acquired value is derived from Pareteum's leading
Global Software Defined Cloud, delivering award-winning mobile
enablement, regardless of the user's location or network. By
harnessing the value of communications, Pareteum serves retail,
enterprise and IoT customers. Pareteum currently has offices in
New York, São Paulo, Madrid, Barcelona, Bahrain, Singapore, Indonesia, Germany, Belgium, United
Kingdom and the
Netherlands. For more information please
visit: www.pareteum.com.
Cautionary Note Concerning Forward-Looking Statements
Certain statements made herein, including, for example,
information regarding the proposed transaction between Pareteum and
iPass, the expected timetable for completing the transaction and
the potential benefits of the transaction, are "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1965, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These
forward-looking statements reflect the current analysis of existing
information and are subject to various risks and uncertainties. As
a result, caution must be exercised in relying on forward-looking
statements. Due to known and unknown risks, our actual results may
differ materially from our expectations or projections. The
following factors, among others, could cause actual results to
differ materially from those described in these forward-looking
statements: the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement; the outcome of any legal proceedings that have been or
could be instituted against iPass or its directors or Pareteum
related to the merger agreement; the possibility that various
conditions to the consummation of the Pareteum exchange offer and
merger may not be satisfied or waived, including obtaining the
consent of iPass's secured lender Fortress Credit Corp.;
uncertainty as to how many shares of iPass common stock will be
tendered into the Pareteum exchange offer; the risk that the
Pareteum exchange offer and merger will not close within the
anticipated time periods; risks related to the ultimate outcome and
results of integrating the operations of Pareteum and iPass, the
ultimate outcome of Pareteum's operating strategy applied to iPass
and the ultimate ability to realize synergies; the effects of the
business combination on Pareteum and iPass, including on the
combined company's future financial condition, operating results,
strategy and plans; risks that the proposed transaction disrupts
current plans and operations, and potential difficulties in
employee retention as a result of the merger; risks related to
Pareteum's ability to successfully implement its acquisition
strategy or integrate other acquired companies; uncertainty as to
the future profitability of businesses acquired by Pareteum, and
delays in the realization of, or the failure to realize, any
accretion from acquisition transactions by Pareteum; the effects of
local and national economic, credit and capital market conditions
on the economy in general, and other risks and uncertainties
described herein, as well as those risks and uncertainties
discussed from time to time in other reports and other public
filings with the SEC, including, but not limited to, those detailed
in iPass's Annual Report on Form 10-K for the year ended
December 31, 2017 and iPass's most
recent quarterly report filed with the SEC, and Pareteum's Annual
Report on Form 10-K for the year ended December 31, 2017 and Pareteum's most recent
quarterly report filed with the SEC. The forward-looking statements
contained herein are made only as of the date hereof, and the
company undertakes no obligation to update or revise the
forward-looking statements, whether as a result of new information,
future events or otherwise.
Additional Information and Where to Find It
This document relates to a pending business combination
transaction between Pareteum and iPass. The exchange offer
referenced in this document has not yet been consummated. This
document does not constitute an offer to sell or exchange, or the
solicitation of an offer to buy or exchange, any securities, nor
shall there be any sale of securities in any jurisdiction in which
such offer, sale or exchange would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Pareteum has filed a registration statement on Form
S-4 related to the transaction with the SEC on December 4, 2018, as amended on December 21, 2018 and may file additional
amendments thereto. Pareteum and TBR filed the Schedule TO
(including a prospectus/offer to exchange, a related letter of
transmittal and other exchange offer documents) on December 4, 2018, as amended on December 10, 2018 and December 21, 2018, and may file additional
amendments thereto. iPass has filed a recommendation statement on
Schedule 14D-9 with the SEC on December 4,
2018, as amended on December 13,
2018 and December 14, 2018,
and may file additional amendments thereto. iPass and Pareteum have
filed and may also file other documents with the SEC regarding the
transaction. This document is not a substitute for any registration
statement, Schedule TO, Schedule 14D-9 or any other document which
iPass or Pareteum may file with the SEC in connection with the
transaction. Investors and security holders are urged to read the
registration statement, the Schedule TO (including the
prospectus/offer to exchange, related letter of transmittal and
other exchange offer documents), the recommendation statement on
Schedule 14D-9 and the other relevant materials with respect to the
transaction carefully and in their entirety when they become
available before making any investment decision with respect to the
transaction, because they will contain important information about
the transaction.
Such materials (and all other offer documents filed with the SEC)
will be available at no charge on the SEC's Web
site: www.sec.gov.
Pareteum Investor Relations Contacts:
Ted O'Donnell
Chief Financial Officer
+1 (212) 984-1096
InvestorRelations@pareteum.com
Stephen Hart
Hayden IR
+1 (917) 658-7878
Carrie Howes
Rayleigh Capital
European- Global IR
+1 (416) 837-0075
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SOURCE Pareteum Corporation