SAN ANTONIO, Aug. 24, 2020 /PRNewswire/ -- GlobalSCAPE, Inc.
(NYSE American: GSB) today announced the expiration of the 35-day
"go-shop" period provided for under the terms of the previously
announced definitive merger agreement, pursuant to which
HelpSystems, LLC will acquire all outstanding shares of GlobalSCAPE
for $9.50 per share in cash.
Pursuant to the merger agreement, GlobalSCAPE, with the
assistance of Stephens Inc., its financial advisor, actively
solicited alternative transaction proposals from third parties
during the period which ended at 12:01
a.m. on August 24, 2020.
During this process, GlobalSCAPE (acting through its financial
advisor) contacted 186 parties and engaged with 8 parties.
GlobalSCAPE did not receive any alternative transaction proposals
from any third parties during this period.
Following the expiration of the "go-shop" period, GlobalSCAPE
became subject to customary "no-shop" restrictions that limit its
and its representatives' ability to solicit alternative transaction
proposals from third parties, subject to customary "fiduciary out"
provisions.
As previously disclosed, under the terms of the merger agreement
between GlobalSCAPE and HelpSystems, HelpSystems has agreed to
acquire all of the outstanding shares of GlobalSCAPE for
$9.50 per share. The transaction is
structured as a tender offer, followed by a merger. The tender
offer commenced on July 31, 2020 and
expires one minute after 11:59 p.m.
on August 27, 2020, unless the tender
offer is extended or earlier terminated pursuant to its terms.
About GlobalSCAPE
GlobalSCAPE is a pioneer in securing
and automating the movement and integration of data seamlessly in,
around and outside organizations, between people and places, in and
out of the cloud. Founded in 1996, GlobalSCAPE's data exchange and
integration software and cloud services are trusted by thousands of
customers worldwide, including global enterprises, governments as
well as small and medium enterprises. Headquartered in San Antonio, Texas, GlobalSCAPE has
consistently been named a top workplace by Computerworld, the San
Antonio Business Journal, Texas Monthly and the San Antonio
Express-News, among others.
About HelpSystems
HelpSystems is a software company
focused on helping exceptional organizations Build a Better IT™.
Our cybersecurity and automation solutions simplify
critical IT processes to give our customers peace of mind. We know
IT transformation is a journey, not a destination. Let's move
forward. Learn more at www.helpsystems.com.
Important Information
In connection with the proposed
acquisition, a subsidiary of HelpSystems commenced a tender offer
for the outstanding shares of GlobalSCAPE on July 31, 2020. This communication is for
informational purposes only and is neither an offer to purchase nor
a solicitation of an offer to sell shares of GlobalSCAPE, nor is it
a substitute for the tender offer materials that HelpSystems and
its acquisition subsidiary filed with the Securities and Exchange
Commission ("SEC"). THE TENDER OFFER MATERIALS (INCLUDING AN OFFER
TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER
TENDER OFFER DOCUMENTS) AND THE SOLICITATION / RECOMMENDATION
STATEMENT CONTAIN IMPORTANT INFORMATION THAT SHOULD BE READ
CAREFULLY AND CONSIDERED BY GLOBALSCAPE'S STOCKHOLDERS BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. Both the tender
offer statement and the solicitation/recommendation statement are
available to GlobalSCAPE's stockholders free of charge. A free copy
of the tender offer statement and the solicitation/recommendation
statement is available to all stockholders of GlobalSCAPE by
contacting GlobalSCAPE by phone at 210-308-8267. In addition, the
tender offer statement and the solicitation/recommendation
statement (and all other documents filed with the SEC) is available
at no charge on the SEC's website: www.sec.gov. GLOBALSCAPE'S
STOCKHOLDERS ARE ADVISED TO READ THE SCHEDULE TO AND THE SCHEDULE
14D-9, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME,
AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC BEFORE THEY
MAKE ANY DECISION WITH RESPECT TO THE TENDER OFFER, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND
THE PARTIES THERETO.
Safe Harbor Statement
This release contains
forward-looking statements. Many of these forward-looking
statements can be identified by the use of words such as "intend,"
"believe," "expect," "anticipate," "should," "planned,"
"projected," "estimated," and "potential," among others. These
statements are made based upon current expectations that are
subject to risk and uncertainty. Because actual results may differ
materially from those contained in the forward-looking statements,
you should not place undue reliance on the forward-looking
statements when deciding whether to buy, sell or hold GlobalSCAPE's
securities. Factors that could cause results to differ materially
include, but are not limited to: the ability to timely satisfy the
conditions to the closing of the tender offer; market demand for
new and existing products; increased marketplace competition;
disruption to manufacturing operations or supply chain; failure to
successfully execute and integrate acquisitions, divestitures and
joint ventures; changes in governmental laws and regulations,
including taxes; political, economic, and/or financial market
conditions; risks and uncertainties related to international
operations; disruptions, failures or security breaches of
information technology infrastructure; the ability to hire, engage
and retain a talented global workforce; and the ability to realize
expected cost savings and operating efficiencies associated with
strategic initiatives or restructuring programs. All information in
this press release is as of August 24,
2020. GlobalSCAPE does not undertake any duty to update any
forward-looking statement to conform the statement to actual
results or changes in expectations.
Media Contact:
Mark Hood
Chief Operating Officer
GlobalSCAPE
mhood@globalscape.com
Stephens Contact:
Kurt Hoofnagle
Managing Director
Stephens Inc.
kurt.hoofnagle@stephens.com
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SOURCE GlobalSCAPE, Inc.