SEATTLE and LINZ, Austria, Dec. 7, 2023
/PRNewswire/ -- Kontron AG ("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
the successful completion of the previously commenced tender offer
(the "Offer") by Kontron Merger Sub., Inc. ("Merger Sub"), a wholly
owned, indirect subsidiary of Kontron, to acquire all of the
outstanding shares of common stock of Bsquare (the "Shares"), for
$1.90 per Share, net to the seller in
cash, without interest and less any applicable withholding
taxes.
The Offer expired at one minute after 11:59 p.m., Eastern Time, on December 6, 2023 and was not extended (such date
and time, the "Expiration Time"). Broadridge Corporate Issuer
Solutions, LLC ("Broadridge"), the depositary for the Offer, has
advised that as of the Expiration Time, approximately 14,093,157
Shares were validly tendered and not validly withdrawn in the
Offer, representing approximately 70.9% of the total outstanding
Shares as of the Expiration Time and an additional 386,424 Shares
were tendered pursuant to guaranteed delivery procedures,
representing an additional approximately 1.9% of total outstanding
Shares at the Expiration Time. Accordingly, all conditions to the
Offer have been satisfied. Merger Sub will promptly accept for
payment, and will promptly pay for, all Shares validly tendered and
not validly withdrawn in the Offer.
As a result of its acceptance of the Shares tendered in the
Offer, Merger Sub has acquired a sufficient number of Shares to
consummate the merger of Merger Sub with and into Bsquare without
the affirmative vote of the Bsquare remaining public stockholders
pursuant to Section 23B.11.030(9) of
the Business Corporation Act of the State of Washington, in accordance with, and subject to
the terms of, the definitive merger agreement for the proposed
acquisition. The parties expect to consummate the merger on or
about December 7, 2023. In connection
with the merger, the remaining outstanding Shares will be converted
into the right to receive $1.90 per
Share, net to the seller in cash, without interest and less any
applicable withholding taxes (which is the same amount per Share
paid in the Offer). As a result of the Offer and the merger,
Bsquare will become a wholly-owned, indirect subsidiary of Kontron
and Bsquare common stock will cease trading on NASDAQ.
Advisors
Barnes & Thornburg LLP serves as Kontron's legal
advisor.
Telegraph Hill BD LLC, the broker-dealer subsidiary of Telegraph
Hill Advisors, LLC, is acting as financial advisor to Bsquare. DLA
Piper LLP (US) serves as Bsquare's legal advisor.
About Kontron
Kontron AG (www.kontron.com, ISIN AT0000A0E9W5, WKN A0X9EJ, KTN)
is a leading IoT technology company. For more than 20 years,
Kontron has been supporting companies from a wide range of
industries to achieve their business goals with intelligent
solutions. From automated industrial operations, smarter and safer
transport to advanced communications, medical and energy solutions,
the company delivers technologies that add value for its customers.
Kontron is listed on the SDAX® and
TecDAX® of the German Stock Exchange and has around
4,500 employees with subsidiaries in more than 20 countries around
the world.
About Bsquare
Bsquare helps companies build connected products that
participate intelligently in their own security, deployment,
operation, and management, allowing its customers to realize the
full potential of a connected world. Bsquare has extensive
experience designing with Windows, Linux, Android, and other
embedded operating systems and now operates IoT networks ranging in
size from 50,000 to more than 1 million devices for its customers.
Bsquare's technology is powering devices that help people be
productive, enhance quality of life, and preserve the resources of
our planet. Bsquare serves a global customer base from offices
in Seattle, WA, and the United Kingdom. For more
information, visit www.bsquare.com.
Additional Information and Where to Find It
This press release is for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
any securities, nor is it a substitute for the tender offer
materials that Kontron, Merger Sub and Bsquare filed with the U.S.
Securities and Exchange Commission (the "SEC"). The solicitation
and offer to buy outstanding Shares of Bsquare was only made
pursuant to the tender offer materials that Kontron and Merger Sub
filed with the SEC. The tender offer materials are available for
free on the SEC's website at www.sec.gov.
Forward Looking Statements
This press release contains statements that constitute "forward
looking statements," including statements that express the
opinions, expectations, beliefs, plans, objectives, assumptions, or
projections regarding future events or future results, including
statements regarding the consummation of the Offer and proposed
acquisition of Bsquare by Kontron (the "Proposed Acquisition"), in
contrast with statements that reflect historical facts. In some
cases, you can identify such forward-looking statements by
terminology such as "anticipate," "intend," "believe," "estimate,"
"plan," "seek," "project," or "expect," "may," "will," "would,"
"could," "potential," "intend," or "should," the negative of these
terms or similar expressions. Forward-looking statements are based
on management's current beliefs and assumptions and on information
currently available to Kontron and Bsquare. However, these
forward-looking statements are not a guarantee of performance, and
you should not place undue reliance on such statements.
Forward-looking statements are subject to many risks,
uncertainties and other variable circumstances, including, but not
limited to, statements about the expected timetable for completing
the Proposed Acquisition; the impact of shareholder litigation
relating to the transactions contemplated by the Merger Agreement;
the occurrence of events that may give rise to a right of one or
both of Kontron and Bsquare to terminate the Merger Agreement;
negative effects of the announcement of the Proposed Acquisition on
the market price of Bsquare's common stock and/or on its business,
financial condition, results of operations and financial
performance; the effects of the Proposed Acquisition (or the
announcement thereof) on Bsquare's ability to retain and hire
qualified professional staff and talent, including technical, sales
and management personnel; Bsquare's ability to execute its
development initiatives and sales and marketing strategies; the
extent to which Bsquare is successful in gaining new long-term
customers and retaining existing ones; whether Bsquare is able to
maintain its favorable relationship with Microsoft as a systems
integrator and distributor; Bsquare's success in leveraging
strategic partnering initiatives with companies such as Microsoft,
AWS and Intel; the ongoing impact of COVID-19 and recovery related
challenges on its business and on its customers and vendors; the
possibility that a governmental entity may prohibit, delay or
refuse to grant approval for the consummation of the Proposed
Acquisition; and competition for clients and the increased
bargaining power of Bsquare's clients. Such risks and uncertainties
may cause the statements to be inaccurate and readers are cautioned
not to place undue reliance on such statements. Many of these risks
are outside of the control of Kontron and Bsquare and could cause
actual results to differ materially. The forward-looking statements
included in this filing are made only as of the date hereof.
Kontron and Bsquare do not undertake, and specifically decline, any
obligation to update any such statements or to publicly announce
the results of any revisions to any such statements to reflect
future events or developments, except as required by law.
A further description of risks and uncertainties relating to
Bsquare can be found in Bsquare's Annual Report on Form 10-K for
the fiscal year ended December 31,
2022 and Quarterly Report on Form 10-Q for the quarter ended
September 30, 2023, as filed with the
SEC, and in other documents filed from time to time with the SEC by
Bsquare and available at www.sec.gov and www.bsquare.com.
Contact
Bsquare
Cheryl A. Wynne, CFO
Bsquare Corporation
investorrelations@bsquare.com
Kontron AG – Communications
Alexandra Kentros
Tel: +49 151 151 9388 1
group-pr@kontron.com
View original content to download
multimedia:https://www.prnewswire.com/news-releases/kontron-and-bsquare-announce-successful-completion-of-tender-offer-302008258.html
SOURCE Bsquare