InterDigital, Inc. (Nasdaq: IDCC), (“InterDigital” or the
“Company”) announced today that it has commenced a modified “Dutch
auction” tender offer (the “Tender Offer”) to purchase for cash up
to $200 million of its common stock (the “Common Stock”) at a price
per share not less than $60.00 and not greater than $69.00, less
any applicable withholding taxes and without interest, using
available cash on hand. On January 20, 2023, the closing price of
the Common Stock was $62.92 per share. The Tender Offer will expire
at 11:59 p.m., New York City time, on February 17, 2023, unless
extended or terminated.
If the Tender Offer is fully subscribed, the Company will
purchase between 2,898,550 shares and 3,333,333 shares, or between
9.8% and 11.2%, respectively, of the Company’s outstanding Common
Stock (which excludes shares issuable upon exercise of stock
options and vesting of time-based restricted stock units and
performance-based restricted stock units, conversion of our
convertible notes or exercise of the related warrants, or shares
that are reserved for future issuance under our equity compensation
plan). If shares having an aggregate purchase price of more than
$200 million are tendered in the Tender Offer and not properly
withdrawn, the Company reserves the right to accept for purchase
pursuant to the Tender Offer up to an additional 2% of its
outstanding Common Stock without extending the expiration date of
the Tender Offer. Any shares tendered may be withdrawn prior to
expiration of the Tender Offer. Stockholders that do not wish to
participate in the Tender Offer do not need to take any action.
None of our directors or executive officers will tender any of
their shares in the Tender Offer.
A modified “Dutch auction” tender offer allows stockholders to
indicate how many shares of Common Stock and at what price within
the range described above they wish to tender their shares. Based
on the number of shares tendered and the prices specified by the
tendering stockholders, the Company will determine the lowest
per-share price that will enable it to acquire up to $200 million
of Common Stock. All shares accepted in the Tender Offer will be
purchased at the same price even if tendered at a lower price.
To tender shares of Common Stock, stockholders must follow the
instructions described in the “Offer to Purchase” and the “Letter
of Transmittal” that the Company is filing with the U.S. Securities
and Exchange Commission (the “SEC”). These documents contain
important information about the terms and conditions of the Tender
Offer. Participants in the InterDigital, Inc. Savings and
Protection Plan seeking to tender shares held by such plan must
follow the tender procedures and instructions that will be provided
separately to participants by or on behalf of the plan trustee by
the earlier deadline of 5:00 p.m., New York City time, on February
14, 2023.
The Tender Offer will not be contingent upon any minimum number
of shares being tendered or any financing conditions. The Tender
Offer will, however, be subject to other conditions. The Company’s
Board of Directors (the “Board”) believes that a modified “Dutch
auction” tender offer is an efficient mechanism that will provide
all stockholders with the opportunity to tender all or a portion of
their shares. In the future, the Board may consider additional
tender offer(s) or other measures to enhance stockholder value
based on a variety of factors, including the market price of the
Common Stock.
Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as
legal advisor to the Company.
The Board has authorized the Tender Offer. However, none of the
Company, the Board or the dealer manager, the information agent, or
the depositary for the Tender Offer or any of their respective
affiliates are making any recommendation to stockholders as to
whether to tender or refrain from tendering their shares in the
Tender Offer or as to the price at which stockholders may choose to
tender their shares. No person is authorized to make any such
recommendation. Stockholders must decide how many shares they will
tender, if any, and the price within the stated range at which they
will offer their shares for purchase. In doing so, stockholders
should read carefully the information in, or incorporated by
reference in, the Offer to Purchase and the Letter of Transmittal
(as they may be amended or supplemented), including the purposes
and effects of the Tender Offer. Stockholders are urged to discuss
their decisions with their own tax advisors, financial advisors
and/or brokers.
Jefferies LLC is acting as dealer manager for the Tender Offer.
The information agent for the Tender Offer is D.F. King & Co.
Inc., and the depositary is American Stock Transfer & Trust
Company, LLC. The Offer to Purchase, the Letter of Transmittal and
related documents will be mailed to registered holders. Beneficial
holders will receive the Offer to Purchase and a communication from
their bank, broker or custodian. For questions and information,
please call the information agent toll-free at (800) 549-6864.
Certain Information Regarding the Tender
Offer
The information in this press release describing the Tender
Offer is for informational purposes only and does not constitute an
offer to buy or the solicitation of an offer to sell shares of
Common Stock in the Tender Offer. The Tender Offer is being made
only pursuant to the Offer to Purchase and the related materials
that the Company is filing with the SEC, and will distribute to its
stockholders, as they may be amended or supplemented. Stockholders
should read such Offer to Purchase and related materials carefully
and in their entirety because they contain important information,
including the various terms and conditions of the Tender Offer.
Stockholders of the Company may obtain a free copy of the Tender
Offer statement on Schedule TO, the Offer to Purchase and other
documents that the Company is filing with the SEC from the SEC’s
website at www.sec.gov. Stockholders also will be able to obtain a
copy of these documents, without charge, from D.F. King & Co.
Inc., the information agent for the Tender Offer, toll free at
(800) 549-6864 or Jefferies LLC toll free at (877) 821-7388.
Stockholders are urged to carefully read all of these materials
prior to making any decision with respect to the Tender Offer.
Stockholders and investors who have questions or need assistance
may call D.F. King & Co. Inc.
About InterDigital®
InterDigital develops mobile and video
technologies that are at the core of devices, networks, and
services worldwide. We solve many of the industry’s most critical
and complex technical challenges, inventing solutions for more
efficient broadband networks, better video delivery, and richer
multimedia experiences years ahead of market deployment.
InterDigital has licenses and strategic relationships with many of
the world’s leading technology companies. Founded in 1972,
InterDigital is listed on Nasdaq.
InterDigital is a registered trademark of
InterDigital, Inc.
For more information,
visit: www.interdigital.com.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. Any
statements about our expectations, beliefs, plans, predictions,
forecasts, objectives, assumptions or future events or performance
are not historical facts and may be forward-looking. You can
identify forward-looking statements by the use of forward-looking
terminology such as “believes,” “expects,” “could,” “may,” “will,”
“should,” “seeks,” “likely,” “intends,” “plans,” “pro forma,”
“projects,” “estimates” or “anticipates” or the negative of these
words and phrases or similar words or phrases that are predictions
of or indicate future events or trends and that do not relate
solely to historical matters. You can also identify forward-looking
statements by discussions of strategy, plans or intentions.
Forward-looking statements involve numerous risks and uncertainties
and you should not rely on them as predictions of future events.
Forward-looking statements depend on assumptions, data or methods
that may be incorrect or imprecise and we may not be able to
realize them. We do not guarantee that the transactions and events
described will happen as described (or that they will happen at
all). Investors are cautioned that such statements are predictions
and that actual events or results may differ materially.
InterDigital’s expected financial results or other plans are
subject to a number of risks and uncertainties. For a discussion of
such risks and uncertainties, which could cause actual results to
differ from those contained in the forward-looking statements, see
“Risk Factors” and the forward-looking statement disclosure
contained in the Company’s Annual Report on Form 10-K for the year
ended December 31, 2021, filed with the Securities and Exchange
Commission on February 17, 2022 and the Company’s Quarterly Reports
on Form 10-Q for the periods ending March 31, 2022, June 30, 2022,
and September 30, 2022, respectively, each of which has been filed
with the Securities and Exchange Commission, as updated by our
subsequent filings with the Securities and Exchange Commission.
Forward-looking statements speak only as of the date made and
InterDigital undertakes no duty to update the information.
CONTACT: |
InterDigital,
Inc.: |
|
investor.relations@interdigital.com |
|
+1 (302) 300-1857 |
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