SAN JOSE, Calif.--(BUSINESS WIRE)--
Inc. (Nasdaq:PLCM), the global leader in open, standards-based
unified communication and collaboration (UC&C), today announced that it
has commenced a modified “Dutch Auction” cash tender offer to purchase
up to $250 million in value of its common stock at a price range that is
not greater than $11.50 nor less than $10.00 per share. The number of
shares proposed to be purchased in the tender offer (at the minimum
purchase price of $10.00 per share) represents approximately 14.7
percent of the Company’s outstanding common stock as of September 9,
The tender offer will expire at 5 p.m. New York City time, on October
30, 2013, unless extended. Tenders of shares of the Company’s common
stock must be made on or prior to the expiration of the tender offer and
may be withdrawn at any time prior to the expiration of the tender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 will be distributed to
A modified “Dutch Auction” tender offer allows stockholders to indicate
how many shares and at what price(s) they wish to tender their shares
within the specified share price range. Based on the number of shares
tendered and the prices specified by the tendering stockholders, Polycom
will determine the lowest per share price within the range that will
enable it to purchase $250 million of its common stock or such lower
amount equal to the value of the shares that are properly tendered and
not properly withdrawn. If, based on the final purchase price determined
in the tender offer, more than $250 million in value of shares are
properly tendered and not properly withdrawn, Polycom will purchase all
shares tendered at or below the final purchase price on a pro rata basis
as specified in the offer to purchase, subject to the “odd lot” and
conditional tender offer provisions described in the Offer to Purchase.
In accordance with the rules of the Securities and Exchange Commission,
Polycom may increase the value of shares purchased in the offer and
thereby increase the number of shares accepted for payment in the offer
by no more than 2 percent of Polycom’s outstanding shares without
amending or extending the tender offer.
All shares that are purchased in the tender offer will be purchased at
the same purchase price, including shares that are tendered at a lower
price. Stockholders whose shares are purchased in the tender offer will
be paid the purchase price in cash, less any applicable withholding
taxes and without interest, promptly after the expiration of the tender
offer. The tender offer is not contingent upon any minimum number of
shares being tendered. However, the tender offer is subject to a number
of other conditions specified in the Offer to Purchase that will be
distributed to Polycom’s stockholders.
MacKenzie Partners, Inc. is the Information Agent for the tender offer
and any questions concerning the tender offer or requests for copies of
the Offer to Purchase, Letter of Transmittal and related documents
should be directed to MacKenzie Partners, Inc. by calling (212) 929-5500
(banks and brokerage firms) or (800) 322-2885 (all others toll-free).
The Dealer Manager for the offer is Morgan Stanley & Co. LLC. Questions
concerning the tender offer may be directed to Morgan Stanley & Co. LLC
at (855) 483-0952 (toll-free). Computershare Trust Company, N.A. is the
Depositary for the tender offer. The Offer to Purchase, Letter of
Transmittal and related documents are being mailed to registered
stockholders and also will be made available for distribution to
beneficial owners of Polycom’s common stock.
Neither Polycom, nor any member of its board of directors, nor the
Dealer Manager, the Depositary or the Information Agent is making any
recommendation to stockholders as to whether to tender or refrain from
tendering their shares into the tender offer or as to the price or
prices at which stockholders may choose to tender their shares.
Stockholders must make their own decisions as to how many shares they
will tender, if any, and the price, within the stated range, at which
they will offer their shares for purchase by the Company.
Polycom’s directors and executive officers have advised Polycom that
they do not intend to tender their shares of Polycom’s common stock in
the tender offer.
About Polycom, Inc.
Polycom is the global leader in open, standards-based unified
communications and collaboration (UC&C) solutions for voice and video
collaboration, trusted by more than 415,000 customers around the world.
Polycom solutions are powered by the Polycom® RealPresence® Platform,
comprehensive software infrastructure and rich APIs that interoperate
with the broadest set of communication, business, mobile and cloud
applications and devices to deliver secure face-to-face video
collaboration in any environment. Polycom and its ecosystem of over
7,000 partners provide truly unified communications solutions that
deliver the best user experience, highest multi-vendor interoperability,
and lowest TCO. Visit www.polycom.com
or connect with us on Twitter, Facebook, and LinkedIn to learn how we’re
pushing the greatness of human collaboration forward.
Tender Offer Statement
This press release is for informational purposes only and is neither an
offer to buy nor the solicitation of an offer to sell any shares of
Polycom’s common stock. The tender offer is being made only pursuant to
the Offer to Purchase, the Letter of Transmittal and related materials
that Polycom will be distributing to its stockholders and filing with
the Securities and Exchange Commission. Stockholders should read
carefully the Offer to Purchase, the Letter of Transmittal and related
materials because they contain important information, including the
various terms of, and conditions to, the tender offer. Stockholders are
urged to carefully read these materials prior to making any decision
with respect to the tender offer. Stockholders may obtain free copies of
the Offer to Purchase and other related materials when filed with the
Securities and Exchange Commission at the Commission’s website at www.sec.gov
or at the Investor Relations section of Polycom’s website at www.polycom.com.
In addition, stockholders may also obtain copies of these documents,
when available, free of charge, by contacting MacKenzie Partners, Inc.,
the Information Agent for the Offer, by telephone at (800) 322-2885
(toll-free), or in writing to 105 Madison Avenue, New York, New York
This release contains forward-looking statements, including those
regarding the timing of closing the tender offer and terms and
conditions of the tender offer. The actual success of the planned tender
offer is subject to a number of factors, including (1) developments or
changes in economic or market conditions, (2) developments or changes in
the securities markets, (3) developments or changes in the business or
condition of the Company or in our cash flows, and (4) the factors
identified under “Risk Factors” in the Company’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2013, and in other reports
filed by Polycom with the SEC. Polycom disclaims any intent or
obligations to update these forward-looking statements.
© 2013 Polycom, Inc. All rights reserved. POLYCOM®, the Polycom logo,
and the names and marks associated with Polycom’s products are
trademarks and/or service marks of Polycom, Inc. and are registered
and/or common law marks in the United States and various other
countries. All other trademarks are property of their respective owners.
Source: Polycom, Inc.