PERFECT CORP. (NYSE: PERF) (the “Company,” “Perfect,” or
“we”), a global leader in providing augmented reality (“AR”) and
artificial intelligence (“AI”) Software-as-a-Service (“SaaS”)
solutions to beauty and fashion industries, today announced
commencement of a tender offer by the Company to purchase up to
16,129,032 class A ordinary shares, par value $0.10 per share of
the Company (each, a “Class A Ordinary Share” or “share”) that are
issued and outstanding, at a price of $3.10 per share, net to the
seller in cash, without interest, less any applicable withholding
taxes, for an aggregate purchase price of no more than $50 million,
using funds available from cash and cash equivalents. Unless the
context otherwise requires, all references to shares herein shall
refer to the Class A Ordinary Shares of the Company. The tender
offer, proration period and withdrawal rights will expire at 5:00
P.M., New York City time, on December 26, 2023, unless the tender
offer is extended (such date and time, as it may be extended, the
“Expiration Time”). The board of directors of the Company (the
“Board of Directors”) determined that the tender offer is a prudent
use of the Company’s available cash from operations and other
financial resources and delivers value to the Company’s
shareholders, and such cash tender offer is an appropriate
mechanism to return capital to shareholders that seek liquidity
under current market conditions, while, at the same time, allowing
shareholders who do not participate in the offer to share in a
higher portion of our future potential.
Each shareholder will be able to indicate how many shares it
wishes to tender. Shares tendered may be subject to proration, in
the event that more than 16,129,032 shares are validly tendered and
not properly withdrawn prior to the Expiration Time.
The tender offer is not conditioned upon any minimum number of
shares being tendered; however, the tender offer is subject to a
number of other terms and conditions. Specific instructions and an
explanation of the terms and conditions of the tender offer are
contained in the Offer to Purchase, dated November 27, 2023 (the
“Offer to Purchase”) and related materials that are being mailed to
shareholders. On November 23, 2023, Perfect suspended its $20
million share repurchase program to comply with the U.S. Securities
Exchange Act of 1934, as amended, and no further repurchases will
be conducted prior to the expiration of 10 business days following
the expiration of the tender offer.
Perfect has retained Georgeson LLC as the information agent for
the tender offer and Continental Stock Transfer & Trust Company
as the depositary.
None of Perfect, the directors of its Board of Directors, the
information agent, the depositary for the tender offer, or any of
their respective affiliates makes any recommendation as to whether
any shareholder should tender its shares pursuant to the tender
offer, and no one has been authorized by any of them to make such
recommendation. Each shareholder must make its own decisions as to
whether to tender its shares, and, if so, how many shares to
tender.
Shareholders should read carefully the information in the Offer
to Purchase and in the related letter of transmittal (the “Letter
of Transmittal”), because these documents contain important
information. Copies of the Offer to Purchase, the related Letter of
Transmittal and the Notice of Guaranteed Delivery are being mailed
to the Company’s shareholders. Requests for documents and questions
regarding the tender offer may be directed to Georgeson LLC by
calling 1-888-275-8186 (U.S. toll-free) or 1-781-896-2319
(international). Shareholders are urged to read these materials
carefully prior to making any decision with respect to the tender
offer.
About Perfect Corp.
Founded in 2015, Perfect Corp. is a Beautiful AI Company and
global leader in enterprise SaaS solutions for beauty, fashion, and
skincare brands. Leveraging cutting-edge technologies such as
Generative AI, real-time facial and hand 3D augmented reality (AR)
rendering and cloud solutions. Perfect empowers beauty, skincare,
fashion brands and retailers by providing consumers with an
enjoyable, personalized, and convenient omnichannel shopping
experience through product try-ons and skin diagnostics. In
addition, Perfect also operates a family of YouCam consumer apps
for photo, video and camera users, centered on unleashing
creativity with AI-driven features for creation, beautification and
enhancement. With the help of technologies, Perfect helps brands
elevate customer engagement, increase conversion rates, and propel
sales growth. Throughout this journey, Perfect maintains its
unwavering commitment to environmental sustainability and
fulfilling social responsibilities. For more information, visit
https://ir.perfectcorp.com/.
Certain Information Regarding the Tender Offer
The information in this press release describing Perfect Corp.’s
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 Perfect Corp.’s Class A Ordinary Shares in the tender
offer. The tender offer will only be made pursuant to the Offer to
Purchase, the related Letter of Transmittal and other related
materials filed as part of the Tender Offer Statement on Schedule
TO, in each case as may be amended or supplemented from time to
time. Shareholders should read such 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.
Shareholders of Perfect Corp. may obtain a free copy of the
Tender Offer Statement on Schedule TO, the Offer to Purchase and
other documents that Perfect Corp. is filing with the Securities
and Exchange Commission from the Securities and Exchange
Commission’s website at www.sec.gov. Shareholders may also obtain a
copy of these documents, without charge, from Georgeson LLC, the
information agent for the tender offer, by calling 1-888-275-8186
(U.S. toll-free) or 1-781-896-2319 (international). Shareholders
are urged to carefully read all of these materials prior to making
any decision with respect to the tender offer. Shareholders and
investors who have questions or need assistance may call Georgeson
LLC, the information agent for the tender offer, toll free at
1-888-275-8186. Parties outside the U.S. can reach the information
agent at 1-781-896-2319 (international).
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of Section 27A of the U.S. Securities Act of 1933, as
amended, or the Securities Act, and Section 21E of the U.S.
Securities Exchange Act of 1934, as amended, or the Exchange Act,
that are based on beliefs and assumptions and on information
currently available to Perfect. In some cases, you can identify
forward-looking statements by the following words: “may,” “will,”
“should,” “could,” “would,” “predict,” “potential,” “continue,”
“expect,” “anticipate,” “future,” “intend,” “plan,” “believe,”
“estimate,” “forecast,” “seek,” “schedule,” or the negative or
plural of these words, or other similar expressions that are
predictions or indicate future events or prospects, although not
all forward-looking statements contain these words. Any statements
that refer to expectations, projections or other characterizations
of future events or circumstances, including strategies or plans,
are also forward-looking statements. These statements involve
risks, uncertainties and other factors that may cause actual
results, levels of activity, performance or achievements to be
materially different from those expressed or implied by these
forward-looking statements. These statements are based on Perfect’s
reasonable expectations and beliefs concerning future events and
involve risks and uncertainties that may cause actual results to
differ materially from current expectations. These factors are
difficult to predict accurately and may be beyond Perfect’s
control. Forward-looking statements in this communication or
elsewhere speak only as of the date made. New uncertainties and
risks arise from time to time, and it is impossible for Perfect to
predict these events or how they may affect Perfect. In addition,
risks and uncertainties are described in Perfect’s filings with the
Securities and Exchange Commission. These filings may identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Perfect cannot assure you that
the forward-looking statements in this communication will prove to
be accurate. There may be additional risks that Perfect presently
does not know or that Perfect currently does not believe are
immaterial that could also cause actual results to differ from
those contained in the forward-looking statements. In light of the
significant uncertainties in these forward-looking statements, you
should not regard these statements as a representation or warranty
by Perfect, its directors, officers or employees or any other
person that Perfect will achieve its objectives and plans in any
specified time frame, or at all. Except as required by applicable
law, Perfect does not have any duty to, and does not intend to,
update or revise the forward-looking statements in this
communication or elsewhere after the date of this communication.
You should, therefore, not rely on these forward-looking statements
as representing the views of Perfect as of any date subsequent to
the date of this communication.
Category: Investor Relations
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version on businesswire.com: https://www.businesswire.com/news/home/20231127328879/en/
Investor Relations Contact Investor Relations, Perfect
Corp. Email: Investor_Relations@PerfectCorp.com
Perfect (NYSE:PERF)
過去 株価チャート
から 8 2024 まで 9 2024
Perfect (NYSE:PERF)
過去 株価チャート
から 9 2023 まで 9 2024