NEW YORK, Jan. 14, 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 Pareteum's registration statement. 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 February 12, 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 11, 2019, 4,949,254 shares representing
approximately 58.7% 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withdrawn.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.
Extension of the tender offer is due to the partial shutdown of
the United States Federal Government, and 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").
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:
Millions of subscribers are connected around the world using
Pareteum's Global Cloud Platform for communications, improving
experiences in their lives and businesses. Pareteum's Global Cloud
Platform unleashes the power of applications and mobility services,
bringing secure, ubiquitous, scalable and seamlessly available
voice, video, messaging and data services for our customers, making
worldwide communications facilities easily accessible to everyone.
Serving enterprises, telecommunications infrastructure providers,
communications service providers, early stage innovators and
developers, Pareteum envisions our world, each day, imagining what
will be, and delivering now.
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."
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, actual
results may differ materially from 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' secured lender Fortress Credit Corp.; uncertainty
as to how many shares of iPass common stock will be tendered into
the Pareteum exchange offer and not withdrawn; the risk that the
Pareteum exchange offer and merger will not close within the
anticipated time periods; 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' Annual Report on Form
10-K for the year ended December 31,
2017 and iPass' 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, except as required by law.
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 January 11, 2019, 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, December 21, 2018 and January 4, 2019, and will 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 will file one or more 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