iMergent, Inc. Commences Dutch Auction Tender Offer
03 Noviembre 2010 - 2:12PM
iMergent, Inc. (AMEX:IIG) today announced that it has commenced its
previously announced modified Dutch Auction tender offer for up to
$4,750,000 in value of shares of its common stock at a price within
(and including) the range of $4.35 to $4.75 per share, which may
allow up to 1,091,954 shares, or approximately 10 percent of the
Company's outstanding common stock, to be acquired through the
tender offer. The midpoint of this range represents a premium of
approximately 35 percent over iMergent's closing stock price
of $3.36 on July 27, 2010, the last trading day preceding the
commencement of the tender offer.
The tender offer will expire at 5:00 p.m. New York City
time, on December 2, 2010, unless extended by iMergent. Tenders of
iMergent common stock must be made prior to the expiration of the
tender offer and may be withdrawn at any time prior to the
expiration of the tender offer. The tender offer is subject to
terms and conditions described in the Offer to Purchase filed with
the Securities and Exchange Commission ("SEC") and distributed to
shareholders.
The Company intends to finance the tender offer with cash on
hand.
The modified Dutch Auction tender offer will give shareholders
who tender their shares directly to the depositary the opportunity
to sell a portion or all of their shares to the Company without
incurring any brokerage fees or commissions and will allow
shareholders to indicate how many shares and at what price within
the Company's specified range they wish to tender. Based on the
number of shares tendered and the price specified by the tendering
shareholders, the Company will determine the lowest price per share
within (and including) the range that will enable it to purchase up
to $4,750,000 in value of shares of its common stock, or a lower
amount depending on the number of shares that are properly
tendered. Tender offer materials are being distributed to
shareholders and are being filed with the SEC today. All shares
purchased by the Company will be purchased at the same price, even
if shareholders selected a lower price at which to sell; however,
the Company will not purchase any shares above the determined
purchase price. The tender offer is not conditioned on the receipt
of outside financing or upon any minimum number of shares being
tendered. The Company's Board of Directors and its executive
officers do not intend to participate in the tender offer.
iMergent's Board of Directors approved the tender offer.
However, none of the Company, its Board of Directors or the
information agent makes any recommendation to shareholders on
whether or not to tender their shares. Shareholders must decide how
many shares they will tender, if any, and the price within (and
including) the anticipated offer range at which they will offer
their shares for purchase by the Company.
Phoenix Advisory Partners is acting as the information agent for
the tender offer. The depositary institution is Direct Transfer,
LLC. The Offer to Purchase, Letter of Transmittal, and related
documents are being mailed to shareholders of record and will be
made available for distribution to beneficial owners of iMergent's
shares. For questions of information, please call the information
agent toll-free at (800) 576-4314.
Forward-Looking Statements
This press release contains forward-looking statements related
to, among other things, a proposed tender offer. These statements
are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Investors are cautioned
that forward-looking statements inherently involve risks and
uncertainties that could cause actual results to differ materially
from those contemplated in the forward-looking statements. Such
risks and uncertainties include, but are not limited to, the
Company may decide, for any number of reasons, not to pursue the
tender offer, the conditions to any such tender offer may not be
satisfied, market conditions and the price of the Company's stock
may not be favorable, general economic conditions, the Company's
cash needs, and uncertainties outlined in the Company's documents
filed with the SEC, including the Company's most
recent transition report on Form 10-KT for the fiscal
year ended December 31, 2009 as filed with the SEC. All
forward-looking statements and other information in this press
release are based upon information available as of the date of this
press release. Such information may change or become invalid after
the date of this press release, and, by making these
forward-looking statements, the Company undertakes no obligation to
update these statements after the date of this press release,
except as required by law.
Additional Information and Where to Find It
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell securities. The solicitation of
offers to buy shares of iMergent common stock will only be made
pursuant to the Offer to Purchase, dated November 3, 2010 (as may
be amended or supplemented), the related Letter of Transmittal and
other related documents that iMergent is sending to its
shareholders. Shareholders of the Company are urged to read the
relevant tender offer documents because they will contain important
information that shareholders should consider before making any
decision regarding tendering their shares. Those materials are
being distributed by the Company to the Company's shareholders at
no expense to them.
In addition to the Offer to Purchase, the related Letter of
Transmittal and certain other offer documents, the Company files
annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports,
statements or other information filed by the Company at the SEC
public reference room at 100 F Street, N.E., Washington, D.C.
20549. Please call the SEC at (800) SEC-0330 for further
information on the public reference room. The Company's filings
with the SEC are also available to the public from commercial
document-retrieval services and at the website maintained by the
SEC at www.sec.gov.
About iMergent, Inc.
iMergent provides eCommerce solutions to entrepreneurs and
businesses enabling them to market and sell their business products
or ideas via the Internet. The company sells its proprietary
software and training services which help users implement Internet
strategies to allow entrepreneurs and businesses to market and sell
their products, accept online orders, analyze marketing performance
and manage pricing and customers over the Internet. In addition to
software and training, iMergent offers site development, web
hosting and search engine optimization (SEO). iMergent,
StoresOnline and Crexendo Business Solutions, Inc. are trademarks
of iMergent, Inc.
CONTACT: iMergent, Inc.
Steven G. Mihaylo
(775) 530-3955
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