InterDigital, Inc. Announces Preliminary Results of Tender Offer
Company Release - 2/21/2023
WILMINGTON, Del., Feb. 21, 2023 (GLOBE NEWSWIRE) -- InterDigital, Inc. (Nasdaq: IDCC) (“InterDigital” or the “Company”) announced today the preliminary results of its modified “Dutch auction” tender offer to purchase up to $200 million of its common stock for cash at a price per share not less than $65.25 and not greater than $75.00, which expired at 11:59 p.m., New York City time, on February 17, 2023.
Based on the preliminary count by American Stock Transfer & Trust Company, LLC, the depositary for the tender offer, a total of 2,739,726 shares of InterDigital’s common stock, $0.01 par value per share, were properly tendered and not properly withdrawn at or below the purchase price of $73.00 per share, including 633,565 shares that were tendered by notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the depositary, the Company expects to acquire 2,739,726 shares of its common stock at a price of $73.00 per share, for an aggregate cost of approximately $200 million, excluding fees, expenses and excise tax relating to the tender offer. The 2,739,726 shares that the Company expects to accept for purchase represent approximately 9.2% of the Company’s shares outstanding as of February 17, 2023. As such, the Company has been informed by the depositary that the preliminary proration factor for the tender offer is approximately 95.07%.
“We believe that the tender offer demonstrates our commitment to returning capital to our stockholders, as well as an opportunity for our stockholders to obtain liquidity in part or all of their shares of our common stock,” said Liren Chen, President and CEO of the Company. “With a substantial cash balance and $200 million remaining under our recently increased share repurchase authorization, we believe that we remain well-positioned to continue to return capital to our stockholders following the completion of the tender offer.”
The tender offer was announced by the Company on January 23, 2023 with a price range of $60.00 to $69.00, and was amended on February 6, 2023 to reflect an increased price range of $65.25 to $75.00.
The number of shares to be purchased and the purchase price are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the two trading day settlement period. The final number of shares to be purchased and the final purchase price will be announced following the expiration of the guaranteed delivery period and completion by the depositary of the confirmation process. Payment for the shares accepted for purchase under the tender offer, and return of all other shares tendered and not purchased, will occur promptly thereafter.
The Company may, in the future, decide to purchase additional shares of our common stock (or shares of securities convertible into or exercisable for shares of our common stock) in the open market subject to market conditions and private transactions, tender offers or otherwise subject to applicable law. Any such purchases may be on the same terms as, or on terms that are more or less favorable to stockholders than, the terms of the tender offer. Whether the Company makes additional repurchases in the future will depend on many factors, including but not limited to the Company’s business and financial performance and situation, the business and market conditions at the time, including the price of shares of the Company’s common stock, and such other factors as the Company may consider relevant.
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 was made only pursuant to the Offer to Purchase and the related materials that the Company filed with the SEC, as amended or supplemented. Stockholders who have questions or would like additional information about the tender offer may contact the information agent for the tender offer, D.F. King & Co., Inc., toll-free at (800) 549-6864.
