Insignia Systems, Inc. Announces Commencement of Tender Offer to Purchase up to $12 Million of Its Shares, Appointment of Glen Dall as CEO and Changes to Board of Directors
Insignia Systems, Inc. (Nasdaq: ISIG) today announced it has commenced a
“modified Dutch auction” tender offer to purchase up to $12 million of
its common stock. Under the terms of the tender offer, the Company’s
shareholders will have the opportunity to tender some or all of their
shares at a price within the range of $2.15 to $2.35 per share. Based on
the number of shares tendered and the prices specified by the tendering
shareholders, the Company will determine the lowest price per share
within that range that will enable it to buy $12 million of its shares,
or such lesser number of shares that are properly tendered. All shares
accepted for purchase will be purchased at the same price. The Company
will not purchase shares below a shareholder’s indicated price, and in
some cases, the Company might purchase shares at a price that is above a
shareholder’s indicated price under the terms of the tender offer. At
the minimum price of $2.15 per share, the Company would purchase a
maximum of 5,581,395 shares, which represents approximately 41% of the
Company’s currently outstanding common stock.
The Company expects to fund the share purchases in the tender offer from
available cash on hand, which as of July 17, 2013, totaled approximately
$23 million. After completion of the tender offer, the Company should
have over $10 million in cash for future operations and other
initiatives. The tender offer is not conditioned upon any minimum number
of shares being tendered or the receipt of financing, but it is subject
to other customary conditions that are described in the tender offer
documents. The tender offer documents, which will be distributed to
shareholders beginning on July 18, 2013, contain specific instructions
about how to tender shares and a complete explanation of the tender
offer’s terms and conditions. Additional copies of the tender offer
materials will also be available from the information agent, D.F. King &
Co., Inc. The depositary for the tender offer will be Wells Fargo Bank,
N.A.
The Company also announced today the culmination of its CEO succession
plan and changes to the composition of its Board of Directors. On July
17, 2013, the Company appointed Glen P. Dall as its President and Chief
Executive Officer and also elected him as a member of the Board of
Directors. Mr. Dall has been the Company’s President and Chief Operating
Officer since May 2012. He had previously served as the Company’s
Executive Vice President and Chief Operating Officer (from March 2012 to
May 2012) and Vice President of Corporate Development (from September
2009 to March 2012). Scott F. Drill, who had been serving as the
Company’s Chief Executive Officer, has been appointed Senior Advisor.
Mr. Drill has stated his intention to retire from the Board upon
completion of the tender offer.
Gordon F. Stofer, the current Chairman of the Board, has also stated his
intention to retire from the Board upon completion of the tender offer.
Having served on the Board for 23 years, Mr. Stofer is the Company’s
longest-tenured director. The Board intends that current director David
Boehnen will assume the Chairman role upon Mr. Stofer’s retirement.
Gary L. Vars will become a member of the Board upon completion of the
tender offer. Mr. Vars is a former executive of the Company who has also
held senior leadership positions at Pillsbury and possesses extensive
experience in consumer packaged goods and grocery retail marketing.
Tender Offer Statement
This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any shares of
common stock of Insignia Systems, Inc. None of the Company, its
directors or executive officers, the information agent or the depositary
makes any recommendation as to whether to tender shares or as to the
price or prices at which to tender them. Shareholders will be able to
obtain free copies of the offer to purchase, related materials filed by
the Company as part of the statement on Schedule TO and other documents
filed with the Securities and Exchange Commission through the SEC’s
internet address at www.sec.gov
or from the Company’s website at www.insigniaystems.com.
Shareholders are urged to carefully read these materials prior to
making any decision with respect to the tender offer. Shareholders
and investors who have questions or need assistance may call D.F. King &
Co., the information agent for the tender offer, at 800-758-5880.
About Insignia Systems, Inc.
Insignia Systems, Inc. is a developer and marketer of in-store media
solutions, programs and services to retailers and consumer goods
manufacturers. Through its Point-Of-Purchase Services (POPS) business,
Insignia inspires shoppers and delivers value by providing at-shelf
advertising solutions in an available network of over 13,000 chain
retail supermarkets, over 1,700 mass merchants and 7,000 dollar stores.
Through the nationwide POPS network, over 200 major consumer goods
manufacturers, including General Mills, Kellogg Company, Hormel, Nestlé,
and Armour-Eckrich, have taken their brand messages to the
point-of-purchase. For additional information, contact (888) 474-7677,
or visit the Insignia website at www.insigniasystems.com.
Cautionary Statement for the Purpose of Safe Harbor Provisions of the
Private Securities Litigation Reform Act of 1995
This press release contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, as amended. Statements about the tender
offer, including the expected size of the offer, and statements about
upcoming changes to the composition of the Company’s Board of Directors
are forward-looking statements. Forward-looking statements involve
inherent risks and uncertainties, and important factors could cause
actual results to differ materially from those anticipated. The actual
size and success of the tender offer are subject to a number of factors,
including: (1) developments or changes in economic or market conditions,
(2) developments or changes in the securities markets, (3) developments
or changes in the business or condition of the Company, or in our cash
flows, (4) the prices at which we ultimately determine to offer to
purchase shares in the tender offer and the number of shares properly
tendered in the tender offer; and (5) the factors identified under “Risk
Factors” in our Annual Report on Form 10-K for the year ended December
31, 2012 and additional risks, if any, identified in our Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K filed with the SEC.
The Company assumes no responsibility to update the forward-looking
statements contained in this press release or the reasons why actual
results would differ from those anticipated in any such forward-looking
statement, other than as required by law.
Copyright Business Wire 2013