KONTRON AND BSQUARE ANNOUNCE EXTENSION OF TENDER OFFER FOR ALL OUTSTANDING SHARES OF BSQUARE
11/22/23 at 7:00 am EST
SEATTLE and LINZ, Austria, Nov. 22, 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 announced that Kontron Merger Sub., Inc. ("Merger Sub"), a wholly owned subsidiary of Kontron, has extended the expiration of its tender offer (the "Offer") to acquire all of the outstanding shares of common stock of Bsquare ("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, which was previously scheduled to expire at one minute after 11:59 p.m., Eastern Time, on November 21, 2023, has been extended until one minute after 11:59 p.m., Eastern Time, on December 6, 2023, unless the Offer is further extended or earlier terminated pursuant to the terms of the Merger Agreement. Except for the extension of the Offer, all other terms and conditions of the Offer remain unchanged.
Broadridge Corporate Issuer Solutions, LLC ("Broadridge"), the depositary for the Offer, has indicated that as of 6:00 p.m., Eastern Time, on November 21, 2023, approximately 12,867,667 Shares had been validly tendered into and not validly withdrawn from the Offer, representing approximately 64.76% of the total outstanding Shares at such time, and an additional 120,742 Shares were tendered pursuant to guaranteed delivery procedures, representing an additional approximately 0.61% of total outstanding Shares at such time. Holders that have previously tendered their Shares do not need to re-tender their Shares or take any other action in response to this extension of the Offer.
The Merger Agreement requires that more than 66 2/3% of the sum of (i) the total outstanding Shares at the expiration time of the Offer, plus (ii) the total number of Shares that Bsquare is required to issue upon conversion, settlement, exchange or exercise of its convertible securities at the expiration time of the Offer, be tendered in the Offer. The Offer is being extended in order to allow additional time for shareholders of Bsquare to tender their Shares and for Shares tendered by notice of guaranteed delivery to be received to meet this minimum tender condition. The parties do not expect to require additional time for the fulfillment of any other conditions of the Offer.
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