- Act today – ensure your tender is received by the
December 6, 2023 deadline
- Questions – contact your broker or D.F. King at (800)
967-5084 or BSQR@dfking.com
- Bsquare's Board recommends that shareholders accept the
offer and tender their shares
SEATTLE and LINZ, Austria, Nov. 30,
2023 /PRNewswire/ -- Kontron America, Incorporated
("Kontron"), a global leader in IoT Technology, and Bsquare
Corporation (Nasdaq: BSQR) ("Bsquare"), an expert in developing and
deploying software technologies for the makers and operators of
connected devices, today jointly encouraged shareholders of Bsquare
to tender their shares of common stock of Bsquare ("Shares").
As previously announced, Kontron Merger Sub., Inc. ("Merger
Sub"), a wholly owned subsidiary of Kontron, has commenced a tender
offer (the "Offer") to acquire all of the outstanding Shares for
$1.90 per Share, net to the seller in
cash, without interest and less any applicable withholding taxes,
pursuant to the Agreement and Plan of Merger, dated as of
October 11, 2023, by and among
Kontron, Bsquare, and Merger Sub (the "Merger Agreement"). The
Offer expires at one minute after 11:59 pm
Eastern time on December 6,
2023.
Take Prompt Action – Tender Today
While the tender deadline is the end of the day on December 6, 2023, many retail brokers have an
earlier deadline for shareholders to instruct the broker to tender
their Shares. For your broker to have time to tender Shares on your
behalf, it may have internal deadlines as soon as this
Friday, December 1, 2023.
Please contact your broker to understand and complete its required
process for tendering your Shares as soon as possible.
Questions or Assistance
In addition to contacting your broker, Kontron has retained an
information agent for the Offer, D.F. King & Co., Inc. ("D.F.
King"). If you have any questions or require assistance, D.F. King
can be reached at (800) 967-5084 or BSQR@dfking.com.
Every Shareholder Matters
The Merger Agreement requires that more than 66 2/3% of the
Shares tender in the Offer. The Offer has already been extended
once because, six hours ahead of the original expiration time, only
12,988,409 Shares were tendered (including through guaranteed
delivery procedures), representing only 65.37% of the total
outstanding Shares at such time. More Shares must be tendered in
order to satisfy the 66 2/3% minimum condition. Even if you own a
small position in Bsquare, please tender your Shares.
While Kontron has extended the expiration of the Offer once,
there is no assurance that it will do so again. If the conditions
of the Offer are not satisfied, shareholders could lose this
opportunity for liquidity.
Bsquare's Board of Directors Recommends that Shareholders
Tender Their Shares
Bsquare reminds you that its Board of Directors has recommend
that Bsquare shareholders accept the Offer and tender their Shares
in the Offer.
Advisors
Barnes & Thornburg LLP serves as Kontron's legal
advisor.
Telegraph Hill BD LLC, the broker-dealer subsidiary of Telegraph
Hill Advisors, LLC, is acting as financial advisor to Bsquare. DLA
Piper LLP (US) serves as Bsquare's legal advisor.
About Kontron
Kontron AG (www.kontron.com, ISIN AT0000A0E9W5, WKN A0X9EJ, KTN)
is a leading IoT technology company. For more than 20 years,
Kontron has been supporting companies from a wide range of
industries to achieve their business goals with intelligent
solutions. From automated industrial operations, smarter and safer
transport to advanced communications, medical and energy solutions,
the company delivers technologies that add value for its customers.
Kontron is listed on the SDAX® and
TecDAX® of the German Stock Exchange and has around
4,500 employees with subsidiaries in more than 20 countries around
the world.
About Bsquare
Bsquare helps companies build connected products that
participate intelligently in their own security, deployment,
operation, and management, allowing its customers to realize the
full potential of a connected world. Bsquare has extensive
experience designing with Windows, Linux, Android, and other
embedded operating systems and now operates IoT networks ranging in
size from 50,000 to more than 1 million devices for its customers.
Bsquare's technology is powering devices that help people be
productive, enhance quality of life, and preserve the resources of
our planet. Bsquare serves a global customer base from offices in
Seattle, WA, and the United Kingdom. For more information,
visit www.bsquare.com.
Important Information for Investors and Security
Holders
The Offer for all the outstanding common stock of Bsquare
referred to in this press release commenced on October 24, 2023. The description contained in
this press release is neither an offer to purchase nor a
solicitation of an offer to sell any securities, nor is it a
substitute for the tender offer materials that Bsquare, Kontron and
Merger Sub have filed with the U.S. Securities and Exchange
Commission (the "SEC"). The solicitation and offer to buy the
common stock of Bsquare will only be made pursuant to the Offer to
Purchase, dated October 24, 2023 (the
"Offer to Purchase"), and related tender offer materials. At the
time the Offer was commenced, Kontron and Merger Sub filed a tender
offer statement on Schedule TO, and Bsquare filed a
solicitation/recommendation statement on Schedule 14D-9 with the
SEC. THE TENDER OFFER MATERIALS (INCLUDING THE OFFER TO PURCHASE, A
RELATED LETTER OF TRANSMITTAL, AND CERTAIN OTHER OFFER DOCUMENTS)
AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS AND
THE PARTIES THERETO. INVESTORS AND ANY SHAREHOLDERS OF BSQUARE ARE
URGED TO READ THESE DOCUMENTS CAREFULLY (AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME) BECAUSE THEY CONTAIN IMPORTANT
INFORMATION THAT INVESTORS AND SHAREHOLDERS OF BSQUARE SHOULD
CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR
SHARES IN THE OFFER.
The Offer materials (including the Offer to Purchase and the
related Letter of Transmittal), as well as the
solicitation/recommendation statement are available for free on the
SEC's website at www.sec.gov. In addition to the Offer to Purchase,
the related Letter of Transmittal and certain other tender offer
documents, as well as the solicitation/recommendation Statement,
Bsquare files annual, quarterly, and current reports, proxy
statements and other information with the SEC. You may read any
reports, statements or other information filed by Kontron, Merger
Sub and Bsquare with the SEC for free on the SEC's website at
www.sec.gov. Copies of the documents filed with the SEC by Bsquare
are also available free of charge on Bsquare's internet website at
www.bsquare.com or by contacting Bsquare's Investor Relations
Department at 425-519-5900.
Forward Looking Statements
This press release contains statements that constitute "forward
looking statements," including statements that express the
opinions, expectations, beliefs, plans, objectives, assumptions, or
projections regarding future events or future results, including
statements regarding the consummation of the Offer and proposed
acquisition of Bsquare by Kontron (the "Proposed Acquisition"), in
contrast with statements that reflect historical facts. In some
cases, you can identify such forward-looking statements by
terminology such as "anticipate," "intend," "believe," "estimate,"
"plan," "seek," "project," or "expect," "may," "will," "would,"
"could," "potential," "intend," or "should," the negative of these
terms or similar expressions. Forward-looking statements are based
on management's current beliefs and assumptions and on information
currently available to Kontron and Bsquare. However, these
forward-looking statements are not a guarantee of performance, and
you should not place undue reliance on such statements.
Forward-looking statements are subject to many risks,
uncertainties and other variable circumstances, including, but not
limited to, the ability of the parties to satisfy the closing
conditions for the Proposed Acquisition on a timely basis or at
all, including statements about the expected timetable for
completing the Proposed Acquisition; uncertainties as to how many
of Bsquare's shareholders will tender their Shares in the Offer;
whether or not the expiration of the Offer will be extended again;
the possibility that competing offers will be made; the impact of
shareholder litigation relating to the transactions contemplated by
the Merger Agreement; the occurrence of events that may give rise
to a right of one or both of Kontron and Bsquare to terminate the
Merger Agreement; negative effects of the announcement of the
Proposed Acquisition on the market price of Bsquare's common stock
and/or on its business, financial condition, results of operations
and financial performance; the effects of the Proposed Acquisition
(or the announcement thereof) on Bsquare's ability to retain and
hire qualified professional staff and talent, including technical,
sales and management personnel; Bsquare's ability to execute its
development initiatives and sales and marketing strategies; the
extent to which Bsquare is successful in gaining new long-term
customers and retaining existing ones; whether Bsquare is able to
maintain its favorable relationship with Microsoft as a systems
integrator and distributor; Bsquare's success in leveraging
strategic partnering initiatives with companies such as Microsoft,
AWS and Intel; the ongoing impact of COVID-19 and recovery related
challenges on its business and on its customers and vendors; the
possibility that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the Proposed
Acquisition; and competition for clients and the increased
bargaining power of Bsquare's clients. Such risks and uncertainties
may cause the statements to be inaccurate and readers are cautioned
not to place undue reliance on such statements. Many of these risks
are outside of the control of Kontron and Bsquare and could cause
actual results to differ materially. The forward-looking statements
included in this filing are made only as of the date hereof.
Kontron and Bsquare do not undertake, and specifically decline, any
obligation to update any such statements or to publicly announce
the results of any revisions to any such statements to reflect
future events or developments, except as required by law.
A further description of risks and uncertainties relating to
Bsquare can be found in Bsquare's Annual Report on Form 10-K for
the fiscal year ended December 31,
2022 and Quarterly Report on Form 10-Q for the quarter ended
September 30, 2023, as filed with the
SEC, and in other documents filed from time to time with the SEC by
Bsquare and available at www.sec.gov and www.bsquare.com.
Contact
Bsquare
Cheryl A. Wynne, CFO
Bsquare Corporation
investorrelations@bsquare.com
Kontron AG – Communications
Alexandra Kentros
Tel: +49 151 151 9388 1
group-pr@kontron.com
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