TechTarget, Inc. (NASDAQ: TTGT) announced today that it has commenced a
tender offer to purchase up to 6,500,000 shares of its common stock at a
price of $5.00 per share. The number of shares proposed to be purchased
in the tender offer represents approximately 16.79% of the approximately
38,724,720 million shares of TechTarget’s common stock issued and
outstanding as of September 19, 2013. The last reported sale price of
TechTarget’s common stock on September 23, 2013 was $4.79 per share.
The tender offer will expire at 5:00 p.m., New York City time, on
October 24, 2013, unless extended by TechTarget. Tenders of shares must
be made on or prior to the expiration of the tender offer and may be
withdrawn at any time on or prior to the expiration of the tender offer.
The tender offer is subject to a number of terms and conditions
described in the Offer to Purchase that is being distributed to
stockholders.
On the terms and subject to the conditions of the tender offer,
TechTarget’s stockholders will have the opportunity to tender some or
all of their shares at a price of $5.00 per share. If stockholders
properly tender and do not properly withdraw more than 6,500,000 shares,
TechTarget will purchase shares tendered by those stockholders owning
fewer than 100 shares, without pro ration, and all other shares tendered
will be purchased on a pro rata basis, subject to the conditional tender
offer provisions described in the Offer to Purchase that is being
distributed to stockholders. Stockholders whose shares are purchased in
the tender offer will be paid $5.00 per share, net in cash, less any
applicable withholding taxes and without interest, promptly after the
expiration of the tender offer period.
As of September 19, 2013, TechTarget had approximately $62 million in
cash and cash equivalents. TechTarget will use a portion of its cash and
cash equivalents to fund the tender offer. Georgeson Securities
Corporation is acting as the Dealer Manager and the Information Agent is
Georgeson Inc. The Depositary is Computershare Trust Company, N.A. The
Offer to Purchase, Letter of Transmittal and related documents are being
mailed to stockholders of record and also will be made available for
distribution to beneficial owners of TechTarget’s Common Stock. For
questions and information, please call the Information Agent toll free
at 800-248-7605.
None of TechTarget, its Board of Directors, the Information Agent, the
Dealer Manager or the Depositary is making any recommendations to
stockholders as to whether to tender or refrain from tendering their
shares into the tender offer. Stockholders must make their own decisions
as to how many shares they will tender, if any. In so doing,
stockholders should read and evaluate carefully the information in the
Offer to Purchase and in the related Letter of Transmittal.
TechTarget also announced today that, effective as of immediately prior
to the commencement of the tender offer, its Board of Directors has
terminated the Stock Repurchase Program that was approved on August 7,
2012.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT
CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL
SHARES OF TECHTARGET COMMON STOCK. THE TENDER OFFER IS BEING MADE ONLY
PURSUANT TO THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED
MATERIALS THAT TECHTARGET WILL SHORTLY BE DISTRIBUTING TO ITS
STOCKHOLDERS AND FILING WITH THE SECURITIES AND EXCHANGE COMMISSION.
STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE,
LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS
TO, THE TENDER OFFER. STOCKHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY
OF THE TENDER OFFER STATEMENT ON SCHEDULE TO, THE OFFER TO PURCHASE,
LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT TECHTARGET WILL SHORTLY
BE FILING WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE
COMMISSION’S WEBSITE AT WWW.SEC.GOV,
THE INVESTOR INFORMATION SECTION OF TECHTARGET’S WEBSITE AT WWW.TECHTARGET.COM
OR BY CALLING GEORGESON INC., THE INFORMATION AGENT FOR THE TENDER
OFFER, TOLL-FREE AT 800-248-7605. STOCKHOLDERS ARE URGED TO CAREFULLY
READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE
TENDER OFFER.
About TechTarget
TechTarget
is the online intersection of serious technology buyers, targeted
technical content and technology providers worldwide. Our extensive
network of online and social media, powered by TechTarget’s Activity
Intelligence™ platform, redefines how technology marketers view and
engage technology buyers based on their active projects, specific
technical priorities and business needs. With more than 120
technology-specific websites and a wide selection of custom advertising,
branding, and lead generation solutions, TechTarget delivers
unparalleled reach and innovative opportunities to drive technology
marketing success around the world.
TechTarget has offices in Atlanta, Beijing, Boston, Cincinnati, London,
Paris, San Francisco, Singapore and Sydney.
All statements contained in this press release, other than statements
of historical fact, are forward-looking statements. These statements are
based on our current plans and expectations and involve risks and
uncertainties that could cause actual future events or results to be
different than those described in or implied by such forward-looking
statements, including risks and uncertainties regarding: TechTarget’s
stock price, changes in financial markets; changes in economic,
political or regulatory conditions or other trends affecting the
Internet and information technology industries; changes in facts and
circumstances and other uncertainties concerning the completion of the
tender offer; and the ability of TechTarget to achieve the benefits
contemplated by the tender offer. Further information about these
matters can be found in our Securities and Exchange Commission filings.
Except as required by applicable law or regulation, we do not undertake
any obligation to update our forward-looking statements to reflect
future events or circumstances.
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