LITTLETON, Colo., April 1,
2024 /PRNewswire/ -- CONX Corp. (Nasdaq: CONX) (the
"Company" or "CONX") announced today that it has commenced a tender
offer (the "Tender Offer") to purchase up to 2,120,269 of its
shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"),
at a purchase price of $10.585614 per
share (the "Purchase Price"). The Purchase Price, which is a fixed
amount, was determined by calculating the quotient obtained by
dividing: (i) the aggregate amount expected to be on deposit in the
Company's trust account initially established to hold the proceeds
of the initial public offering of CONX, as of two business days
prior to the closing of the Transaction, including interest not
previously released to CONX to pay its taxes (which will not
include certain excise tax as set forth in the Offer to Purchase),
by (ii) the total number of then outstanding shares of Class A
Common Stock held by public stockholders, upon the terms and
subject to certain conditions described in the Offer to Purchase
and in the related letter of transmittal. The Class A Common Stock
is currently listed on the Nasdaq Stock Exchange ("Nasdaq") under
the symbol "CONX." On March 28, 2024,
the closing price of the Class A Common Stock was $10.60 per share. The Tender Offer will expire at
5:00 p.m. New York City time on April 29, 2024 unless extended by the Company
(the "Expiration Date").
Only shares of Class A Common Stock validly tendered, and not
properly withdrawn, will be purchased by the Company pursuant to
the Tender Offer. The Company's obligation to purchase shares of
Class A Common Stock pursuant to the Tender Offer is subject to the
satisfaction of certain conditions described in the Offer to
Purchase (as defined below). Shares of Class A Common Stock
tendered pursuant to the Tender Offer but not purchased by the
Company in the Tender Offer will be returned at the Company's
expense promptly following the expiration of the Tender Offer.
The Tender Offer is being made in connection with the Company's
previously announced transaction (the "Transaction") with EchoStar
Real Estate Holding L.L.C., a Colorado limited liability company ("Seller"),
with respect to the sale and lease back of certain property in
Littleton, Colorado, comprising
the corporate headquarters of DISH Wireless (the "Property"). The
Tender Offer is being made pursuant to that certain Purchase and
Sale Agreement, dated March 10, 2024,
between the Company and Seller. The Company intends to fund the
purchase of Class A Common Stock shares in the Tender Offer with
cash available to the Company from the Company's trust account. The
Tender Offer is being made upon the terms and subject to the
conditions set forth in the offer to purchase dated April 1, 2024 (the "Offer to Purchase"), the
related letter of transmittal, and related documents filed with the
U.S Security and Exchange Commission (the "SEC").
The Company's sponsor, officers and directors have agreed to
waive their redemption rights with respect to any of their founder
shares or public shares, if any, in connection with the
consummation of the Transaction.
The Board of Directors of the Company, acting in
accordance with the unanimous recommendation of a transaction
committee of the Board, comprised solely of independent directors,
has approved the Tender Offer. However, none of the Company, its
Board of Directors, the Depositary or the Information Agent makes
any recommendation to any stockholder whether to accept or refrain
from accepting the Tender Offer with respect to your shares of
Class A Common Stock. You are encouraged to review the Offer to
Purchase contained in the Company's tender offer statement on
Schedule TO, which has been filed with the SEC and which is being
distributed to stockholders.
About CONX Corp.
CONX Corp. is a blank check company incorporated in Nevada on August 26,
2020, whose business purpose is to effect a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses.
Subsequent to the completion of the Transaction, CONX anticipates
to grow through acquisition opportunities, including, but not
limited to, disruptive technologies and infrastructure assets to
maximize its ability to drive shareholder value.
Important Legal Information
The description contained herein is neither an offer to purchase
nor a solicitation of an offer to sell securities of the Company.
The Company has filed a tender offer statement on Schedule TO
containing an offer to purchase, form of letter of transmittal and
other documents relating to the Tender Offer (the "Disclosure
Documents"). These documents contain important information about
the Tender Offer that should be read carefully and considered
before any decision is made with respect to the Tender Offer. These
materials will be made available to the shareholders of the Company
at no expense to them. In addition, such materials (and all other
documents filed by the Company with SEC) are, and will be,
available at no charge from the SEC through its website at
www.sec.gov. Shareholders may also obtain free copies of the
documents filed with the SEC by the Company by directing a request
to Morrow Sodali LLC, as Information Agent for the Tender Offer, by
telephone at: +1 (800) 662-5200 (toll-free, individuals), +1 (203)
658-9400 (banks and brokers) or by email at:
CONX.info@investor.morrowsodali.com.
Forward-Looking Statements
This press release contains "forward-looking statements."
Forward-looking statements include, but are not limited to,
statements regarding our or our management team's expectations,
hopes, beliefs, intentions or strategies regarding the future. In
addition, any statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements. The words "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "would" and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. These statements are not historical facts but
instead represent only the Company's belief regarding future
results, many of which, by their nature are inherently uncertain
and outside of the Company's control. Actual results may differ,
possibly materially, from those anticipated in these forward
looking statements. The Company undertakes no obligation to update
these statements for revisions or changes after the date of this
release, except as required by law.
The risks and uncertainties include, but are not limited to:
- our ability to complete the Offer;
- our ability to complete the Transaction or to realize the
anticipated benefits of the Transaction;
- the Transaction benefits do not meet the expectations of
investors or securities analysts, and the impact on the market
price of the Company's securities;
- our expectations around the Property and that certain
commercial lease agreement to be entered into by and between the
Company and Seller concurrently with the closing of the
Transaction;
- changes in the financial and macroeconomic conditions and their
impact on the Company and its business and financial performance
after the Transaction;
- our success in retaining or recruiting, or changes required in,
our officers, key employees or directors following the
Transaction;
- our officers and directors allocating their time to other
businesses and potentially having conflicts of interest with our
business or in approving the Transaction;
- our potential ability to obtain additional financing after the
Transaction;
- our ability to maintain a listing for our securities on
Nasdaq;
- our public securities' potential liquidity and trading,
including following this Offer; and
- the lack of a market for our securities.
Forward-looking statements are subject to known and unknown
risks and uncertainties and are based on potentially inaccurate
assumptions that could cause actual results to differ materially
from those expected or implied by the forward-looking statements.
You should carefully consider the risks and uncertainties that will
be described in the Disclosure Documents and any amendments
thereto, once available.
Information Agent
Morrow Sodali
LLC
333 Ludlow Street
5th Floor, South Tower
Stamford, CT 06902
Tel: +1 (800) 662-5200 (toll-free, individuals), +1 (203) 658-9400
(banks and brokers)
Email: CONX.info@investor.morrowsodali.com
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SOURCE CONX Corp.