NEW YORK and TEL AVIV, Israel, Nov.
20, 2017 /PRNewswire/ -- Warburg Pincus, a global private
equity firm focused on growth investing, announced today that WP
XII Investments B.V., an entity controlled by funds affiliated with
Warburg Pincus (the "Purchaser"), has commenced a cash tender offer
to purchase up to 31,265,358 million ordinary shares ("Cyren
shares") of Cyren Ltd., a global Internet Security-as-a-Service
provider ("Cyren") (NASDAQ: CYRN),
for $2.50 per share. If more than the
maximum number of Cyren shares offered to be purchased in the
tender offer are tendered, the Purchaser will purchase Cyren shares
on a pro rata basis.
Pursuant to the Securities Purchase Agreement, dated as of
November 6, 2017, by and between
Cyren and the Purchaser, (a) the Purchaser undertook to make a
public "special tender offer" pursuant to Israeli Law for up to a
maximum of 75% of Cyren's shares on a partially diluted basis
(assuming the exercise of "in-the-money" options and conversion of
Cyren's convertible notes) and (b) Cyren's board of directors
resolved to recommend in favor of shareholders tendering their
Cyren shares in such special tender offer, subject to the terms of
such agreement. If the special tender is successful, under
Israeli law, Warburg Pincus will be prohibited from launching
another special tender offer for 12 months.
The Purchaser owns approximately 21.3% of outstanding Cyren
shares, following its previously announced purchase of
approximately 10.6 million Cyren shares for $1.85 per share pursuant to the Securities
Purchase Agreement. If Cyren purchases 31,265,358 million Cyren
shares in the tender offer, the Purchaser will own approximately
75% of outstanding Cyren shares on a partially diluted basis.
On November 6, 2017, the last
trading day before Warburg Pincus announced its intention to launch
the tender offer, the closing sale price of Cyren shares was
$1.65 on Nasdaq and NIS 5.998 on the Tel Aviv Stock Exchange
($1.71 based on an exchange rate of
NIS 3.513 per United States dollar as of November 6, 2017).
The initial offer period of the tender offer and withdrawal
rights is scheduled to expire at 10:00
a.m., New York time, or
5:00 p.m., Israel time, on December 19, 2017, unless the initial offer
period is extended by the Purchaser. As required by Israeli law, if
the conditions to the offer are satisfied or, subject to applicable
law, waived by the Purchaser, as of the completion of the initial
offer period, the Purchaser will provide an additional offer period
during which shareholders may tender their Cyren shares, which
additional offer period will expire at 10:00
a.m., New York time, or
5:00 p.m., Israel time, on December 24, 2017, unless the offer period is
extended by the Purchaser. However, shareholders will have no
withdrawal rights during such additional offer period.
The tender offer is conditioned upon: (1) Cyren shares
representing at least 5.0% of the issued and outstanding shares and
voting power of Cyren having been validly tendered and not properly
withdrawn prior to the completion of the initial offer period, (2)
in accordance with Israeli law, at the completion of the initial
offer period, the aggregate number of Cyren shares validly tendered
and not properly withdrawn is greater than the aggregate number of
Cyren shares represented by notices of objection to the
consummation of the offer, (3) the German Federal Cartel Office has
approved the purchase of the Cyren shares tendered in response to
the offer, or the purchase is deemed approved because the
applicable waiting periods have expired by no later than one
Israeli business day prior to the final expiration date, (4)
5,411,117 Cyren shares having been validly tendered and not
properly withdrawn prior to the completion of the initial offer
period and (5) certain other conditions specified in the Offer to
Purchase relating to the tender offer. The tender offer is not
conditioned on the receipt of financing or the approval of the
board of directors of Cyren.
The complete terms and conditions of the tender offer, including
important U.S. and Israeli income and withholding tax
considerations relating to the tender offer, are contained in the
Offer to Purchase included as an exhibit to the Tender Offer
Statement on Schedule TO filed today with the U.S. Securities and
Exchange Commission (SEC) and with the Israeli Securities Authority
(ISA). American Stock Transfer & Trust Company is the U.S.
Depositary for the tender offer and Israel Brokerage &
Investments I.B.I. Ltd., with its affiliates, is the Israeli
Depositary for the tender offer.
Important Information: This is not an offer to buy or
the solicitation of an offer to sell any Cyren shares. The tender
offer that is described in this press release will only be made
through the Offer to Purchase, Letter of Transmittal and related
tender offer documents. All shareholders of Cyren should read the
tender offer materials which are being filed today by Warburg
Pincus. Shareholders of Cyren should read the tender offer
materials because they contain important information about the
tender offer. The tender offer materials and other filed documents
will be available at no charge on the SEC's website at
http://www.sec.gov and on the ISA's website at
http://www.magna.isa.gov.il, and will also be made available
without charge to all shareholders by contacting D.F. King & Co., Inc., the information agent
for the tender offer, at (212) 269-5550, toll free (800)499-8159 or
e-mail (cyren@dfking.com). Shareholders are urged to read these
materials carefully before making any decision with respect to the
tender offer.
Forward-Looking Statements: This press release contains
forward-looking statements, including projections about the
company's business. For example, statements in the future tense,
and statements including words such as "expect," "plan,"
"estimate," "anticipate," or "believe" are forward-looking
statements. These statements are based on information available at
the time of the press release and the company assumes no obligation
to update any of them (except as required by law). The statements
in this press release are not guarantees of future performance and
actual results could differ materially from current expectations as
a result of numerous factors, including uncertainties as to the
ability to successfully complete the offer in accordance with its
terms and in accordance with expected schedule, the possibility
that various closing conditions for the acquisition may not be
satisfied or waived, or that a governmental entity may prohibit or
refuse to grant any approval required for the consummation of the
offer, business conditions and growth or deterioration in the
internet security market, technological developments, products
offered by competitors, availability of qualified staff, and
technological difficulties and resource constraints encountered in
developing new products.
About Warburg Pincus: Warburg Pincus LLC is a leading
global private equity firm focused on growth investing. The firm
has more than US$44 billion in
private equity assets under management. The firm's active portfolio
of more than 150 companies is highly diversified by stage, sector,
and geography. Warburg Pincus is an experienced partner to
management teams seeking to build durable companies with
sustainable value. Founded in 1966, Warburg Pincus has raised 16
private equity funds, which have invested more than US$60 billion in over 800 companies in more than
40 countries. The firm is headquartered in New York with offices in Amsterdam, Beijing, Hong
Kong, London, Luxembourg, Mumbai, Mauritius, San
Francisco, São Paulo, Shanghai, and Singapore. For more information, please visit
www.warburgpincus.com.
Warburg Pincus Contact:
Mary Zimmerman
+1.212.878.9207
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SOURCE Warburg Pincus