Monster Beverage Corporation (“Monster”) (NASDAQ: MNST) announced
today the final results of its modified “Dutch auction” tender
offer, which expired at 11:59 p.m., New York City time, on June 5,
2024.
Based on the final count by Equiniti Trust Company, LLC, the
depositary for the tender offer, a total of 119,018,767 shares of
Monster’s common stock were validly tendered and not validly
withdrawn at the final purchase price of $53.00 per share or as
purchase price tenders, which includes shares that were tendered
through notice of guaranteed delivery at the final purchase price
of $53.00 per share or as purchase price tenders.
In accordance with the terms and conditions of the tender offer,
Monster accepted for purchase a total of 56,603,773 shares of its
common stock, representing approximately 5.4% of the shares issued
and outstanding immediately prior to the completion of the
purchase, at the final purchase price of $53.00 per share, for an
aggregate purchase price of approximately $3.0 billion, excluding
fees and expenses relating to the tender offer.
Because the number of shares tendered at the final purchase
price of $53.00 per share or as purchase price tenders would have
exceeded the aggregate purchase price of the tender offer, shares
were accepted for purchase on a pro rata basis, except for tenders
of “odd lots,” which will be accepted in full, and conditional
tenders that will automatically be regarded as withdrawn because
the condition was not satisfied. Monster has been informed by the
depositary that the final proration factor for the tender offer is
approximately 47.18%. The depositary will promptly pay for all the
shares accepted for purchase pursuant to the tender offer and will
return all other shares tendered and not purchased.
Rodney Sacks and Hilton Schlosberg, who are Monster’s Co-CEOs
and members of the Board of Directors, tendered 608,114 and 350,000
shares, respectively, that they beneficially own. Of these shares,
286,918 and 165,135, respectively, were accepted for purchase by
Monster in the tender offer.
Sterling Trustees LLC, which controls certain trusts and
entities for the benefit of certain family members of Messrs. Sacks
and Schlosberg, tendered 8,450,000 shares on behalf of such trusts
and entities. Of these shares, 3,986,853 were accepted for purchase
by Monster in the tender offer.
Monster may purchase additional shares in the future in the open
market subject to market conditions, or in private transactions,
exchange offers, tender offers or otherwise. Under applicable
securities laws, however, Monster may not repurchase any shares
until June 21, 2024. Whether Monster makes additional repurchases
in the future will depend on many factors, including the market
price of the shares, Monster’s business and financial condition and
general economic and market conditions.
Evercore Group L.L.C. and J.P. Morgan Securities LLC acted as
dealer managers for the tender offer. D.F. King served as the
information agent, and Equiniti Trust Company, LLC acted as the
depositary. Questions regarding the tender offer may be directed to
Evercore Group L.L.C. at (888) 474-0200 or J.P. Morgan Securities
LLC at (877) 371-5947.
Monster Beverage Corporation
Based in Corona, California, Monster Beverage Corporation is a
holding company and conducts no operating business except through
its consolidated subsidiaries. Monster’s subsidiaries develop and
market energy drinks, including Monster Energy® drinks, Monster
Energy Ultra® energy drinks, Juice Monster® Energy + Juice energy
drinks, Java Monster® non-carbonated coffee + energy drinks, Rehab®
Monster® non-carbonated energy drinks, Monster Energy® Nitro energy
drinks, Reign® Total Body Fuel high performance energy drinks,
Reign Inferno® thermogenic fuel high performance energy drinks,
Reign Storm® total wellness energy drinks, NOS® energy drinks, Full
Throttle® energy drinks, Bang Energy® drinks, BPM® energy drinks,
BU® energy drinks, Burn® energy drinks, Gladiator® energy drinks,
Live+® energy drinks, Mother® energy drinks, Nalu® energy drinks,
Play® and Power Play® (stylized) energy drinks, Relentless® energy
drinks, Samurai® energy drinks, Ultra Energy® drinks, Predator®
energy drinks and Fury® energy drinks. Monster’s subsidiaries also
develop and market still and sparkling waters under the Monster
Tour Water® brand name. Monster’s subsidiaries also develop and
market craft beers, hard seltzers and flavored malt beverages under
a number of brands, including Jai Alai® IPA, Dale’s Pale Ale®,
Dallas Blonde®, Wild Basin® hard seltzers, The Beast Unleashed® and
Nasty Beast™ Hard Tea. For more information visit
www.monsterbevcorp.com.
Caution Concerning Forward-Looking
Statements
Certain statements made in this announcement may constitute
“forward-looking statements.” Monster cautions that these
statements are based on management’s current knowledge and
expectations and are subject to certain risks and uncertainties,
many of which are outside of the control of Monster, that could
cause actual results and events to differ materially from the
statements made herein. For a more detailed discussion of the risks
that could affect Monster’s operating results, see Monster’s
reports filed with the Securities and Exchange Commission,
including Monster’s annual report on Form 10-K for the year ended
December 31, 2023 and subsequently filed reports. Monster’s actual
results could differ materially from those contained in the
forward-looking statements, including with respect to the tender
offer.
CONTACTS:Rodney C. Sacks Chairman and Co-Chief Executive Officer
(951) 739-6200
Hilton H. Schlosberg Vice Chairman and Co-Chief Executive
Officer (951) 739-6200
Roger S. Pondel / Judy LinPondelWilkinson Inc.(310) 279-5980
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