Avantax, Inc. (NASDAQ: AVTA) (formerly known as Blucora, Inc., the
“
Company”) announced today that it has commenced a
modified “Dutch auction” tender offer (the “
Tender
Offer”) to purchase for cash up to $250 million of its
common stock, par value $0.0001 per share (“
Common
Stock”), at a price per share not less than $27.00 and not
greater than $31.00, less any applicable withholding taxes and
without interest, using proceeds from the Company’s recent sale of
its tax software business, which closed on December 19, 2022, and
borrowings under the Company’s credit facility. The Tender Offer
will expire at 12:00 midnight, New York City time, at the end of
the day on February 24, 2023, unless extended or terminated.
If the Tender Offer is fully subscribed, the Company will
purchase between 8,064,516 and 9,259,259 shares, or between
approximately 16.75% and 19.23%, respectively, of the Company’s
outstanding Common Stock as of January 24, 2023. Any shares
tendered may be withdrawn prior to expiration of the Tender Offer.
Stockholders that do not wish to participate in the Tender Offer do
not need to take any action. None of the Company’s directors or
executive officers will tender any of their shares in the Tender
Offer.
A modified “Dutch auction” tender offer allows stockholders to
indicate how many shares of Common Stock and at what price within
the range described above they wish to tender their shares. Based
on the number of shares tendered and the prices specified by the
tendering stockholders, the Company will determine the lowest
per-share price that will enable it to acquire up to $250 million
of Common Stock. All shares accepted in the Tender Offer will be
purchased at the same price even if tendered at a lower price.
To tender shares of Common Stock, stockholders must follow the
instructions described in the Offer to Purchase and the Letter of
Transmittal that the Company is filing with the U.S. Securities and
Exchange Commission (the “SEC”). These documents
contain important information about the terms and conditions of the
Tender Offer.
The Tender Offer will not be contingent upon any minimum number
of shares being tendered or any financing conditions. The Tender
Offer will, however, be subject to other conditions, which will be
disclosed in the Offer to Purchase. The Company’s board of
directors (the “Board”) believes that a modified
“Dutch auction” tender offer is an efficient mechanism that will
provide all stockholders with the opportunity to tender all or a
portion of their shares, subject to the proration provisions
described in the Offer to Purchase.
The Board has authorized the Tender Offer. However, none of the
Company, the Board, the dealer managers, the information agent, the
depositary or any of their respective affiliates are making any
recommendation to stockholders as to whether to tender or refrain
from tendering their shares in the Tender Offer or as to the price
at which stockholders may choose to tender their shares. No person
is authorized to make any such recommendation. Stockholders must
decide for themselves how many shares they will tender, if any, and
the price within the stated range at which they will offer any such
shares for purchase. In doing so, stockholders should carefully
read the information in, or incorporated by reference in, the Offer
to Purchase and the Letter of Transmittal (as each may be amended
or supplemented), including the purposes and effects of the Tender
Offer. Stockholders are urged to discuss their decisions with their
own tax advisors, financial advisors and brokers.
PJT Partners LP, JMP Securities LLC and TCBI Securities, Inc.
are acting as dealer managers for the Tender Offer. The information
agent for the Tender Offer is D.F. King & Co., Inc., and the
depositary is Computershare Trust Company, N.A. The Offer to
Purchase, the Letter of Transmittal and all related documents will
be mailed to registered holders beginning today. Beneficial holders
will receive the Offer to Purchase and a communication from their
bank, broker or custodian. For questions and information, please
call the information agent toll-free at (877) 732-3614.
Certain Information Regarding the Tender
Offer
The information in this press release describing the Tender
Offer is for informational purposes only and does not constitute an
offer to buy or the solicitation of an offer to sell shares of
Common Stock in the Tender Offer. The Tender Offer is being made
only pursuant to the Offer to Purchase and the related materials
that the Company is filing with the SEC, and will distribute to its
stockholders, as they may be amended or supplemented. Stockholders
should read the Offer to Purchase and related materials carefully
and in their entirety because they contain important information,
including the various terms and conditions of the Tender Offer.
Stockholders of the Company may obtain a free copy of the Tender
Offer Statement on Schedule TO, the Offer to Purchase and other
documents that the Company is filing with the SEC from the SEC’s
website at www.sec.gov. Stockholders also will be able to obtain a
copy of these documents, without charge, from D.F. King & Co.,
Inc., the information agent for the Tender Offer, toll-free at
(877) 732-3614, PJT Partners LP at (212) 364-7117, JMP Securities
LLC at (415) 835-8900 or TCBI Securities, Inc. toll-free at (866)
355-6329. Stockholders are urged to carefully read all of these
materials prior to making any decision with respect to the Tender
Offer. Stockholders and investors who have questions or need
assistance may call D.F. King & Co., Inc.
About Avantax®
Avantax, Inc. (NASDAQ: AVTA) delivers tax-focused wealth
management solutions for Financial Professionals, tax professionals
and CPA firms, supporting our goal of minimizing clients’ tax
burdens through comprehensive tax-focused financial planning. We
have two distinct, but related, models within our business: the
independent Financial Professional model and the employee-based
model. We refer to our independent Financial Professional model as
Avantax Wealth Management®. Avantax Wealth Management offers
services through its registered broker-dealer, registered
investment advisor (“RIA”), and insurance agency
subsidiaries and is a leading U.S. tax-focused independent
broker-dealer that works with a nationwide network of Financial
Professionals operating as independent contractors. We refer to our
employee-based model as Avantax Planning Partners℠. Avantax
Planning Partners offers services through its RIA and insurance
agency by partnering with CPA firms to provide their consumer and
small-business clients with holistic financial planning and
advisory services. Collectively, we had $73 billion in total client
assets as of September 30, 2022.
For additional information, please visit us at
www.avantax.com or https://investors.avantax.com.
FORWARD-LOOKING STATEMENTS
This release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements provide management’s current good faith
beliefs, assumptions and expectations of future events and include
any statement that does not directly relate to any historical or
current fact. Forward-looking statements can be identified by words
such as “anticipates,” “believes,” “plans,” “expects,” “future,”
“intends,” “may,” “will,” “would,” “could,” “should,” “estimates,”
“predicts,” “potential,” “continues,” “target,” “outlook” and
similar terms and expressions, but the absence of these words does
not mean that the statement is not forward-looking. Forward-looking
information should be read in conjunction with the financial
statements, notes and other information contained in the Company’s
2021 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K. Forward-looking statements should not
be read as a guarantee of future performance. By their nature,
forward-looking statements involve inherent risk and uncertainties,
which change over time, and actual performance could differ
materially from expectations of future performance anticipated by
any forward-looking statements. Any forward-looking statements are
subject to risks and uncertainties, including, without limitation:
uncertainties with respect to the timing of the Tender Offer,
uncertainties as to the number of shares of Common Stock that will
be tendered in the Tender Offer and the possibility that one or
more conditions to the consummation of the Tender Offer may not be
satisfied or waived. A more detailed description of these and
certain other factors that could affect actual results is included
in the Company’s most recent Annual Report on Form 10-K and most
recent Quarterly Report on Form 10-Q filed with the SEC. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. The Company
undertakes no obligation to update any forward-looking statements
to reflect events or circumstances after the date hereof, except as
may be required by law.
Source: Avantax, Inc.
Investor Relations Contact: Dee Littrell (972)
870-6463 IR@Avantax.com
Media Contacts: Gagnier CommunicationsDan
Gagnier(646) 569-5897avantax@gagnierfc.com
Blucora (NASDAQ:BCOR)
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Blucora (NASDAQ:BCOR)
過去 株価チャート
から 6 2023 まで 6 2024