(Ping! Zine Web Hosting Magazine) – Neutral Tandem, Inc. today announced that it has converted its previously announced $50 million stock repurchase program into, and has concurrently commenced, a “Dutch auction” tender offer to purchase up to $50 million of its common stock at a price not less than $15.50 per share or more than $18.00 per share. The number of shares proposed to be purchased in the tender offer (at the minimum purchase price of $15.50 per share) represents approximately 9.37% of the Company’s currently outstanding common shares. The reported closing price per share of the Company’s common stock on the Nasdaq Stock Market on April 18, 2011, last full trading day prior to the announcement of the Company’s intention to conduct the tender offer, was $14.41 per share. The last reported sales price per share of the Company’s common stock on the Nasdaq Stock Market on May 11, 2011 was $16.13 per share.
The tender offer will expire on June 13, 2011 at 5:00 P.M., New York City time, 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of shares of the Company’s common stock must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer.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 stockholders.
On the terms and subject to the conditions of the tender offer, Neutral Tandem’s stockholders will have the opportunity to tender some or all of their shares of common stock within the price range established by the Company. Based on the number of shares tendered and the prices specified by the tendering stockholders, the Company will determine the lowest price per share within the range that will enable it to buy $50 million of its common stock or a lesser amount depending on the number of shares properly tendered and not properly withdrawn. If, based on the final purchase price determined in the tender offer, more than $50 million in value of common stock are properly tendered and not properly withdrawn, the Company will purchase shares of common stock tendered at or below the per share purchase price on a pro rata basis, subject to the conditional tender offer provisions described in the Offer to Purchase. In accordance with the rules of the Securities and Exchange Commission, the Company may under certain circumstances, and reserves the right to, purchase in the tender offer an additional amount of shares, not to exceed 2% of its outstanding common stock, without amending or extending the tender offer.
All shares that are acquired in the tender offer will be acquired 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 on 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 Neutral Tandem’s stockholders.
The Dealer Manager for the offer is Deutsche Bank Securities Inc.
Questions concerning the tender offer may be directed to Deutsche Bank Securities Inc. at (855) 306-3986 (call toll free). Georgeson 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 Georgeson Inc. by calling (212) 440-9800 (banks and brokerage firms) or
(888) 219-8320 (all others 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 will also be made available for distribution to beneficial owners of the Company’s common stock.
Neither Neutral Tandem, Inc. 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.