(Source: Business Wire)
CallWave, Inc. (NASDAQ: CALL), a leading global provider of mobile and Web-based unified communications solutions, today announced that it is offering to purchase shares of its common stock in a tender offer for $1.15 per share. The offer price represents a premium of approximately 44% to the closing price of the Company's common shares of $0.80 on the NASDAQ as of the close of business on May 4, 2009. In connection with the tender offer, CallWave stated that it intends to deregister and delist its common stock and take the Company private.
"This tender offer represents an important step in our efforts to further focus on long term strategy and apply our resources on the launch of FUZE, our desktop-to-mobile collaboration and conferencing service. As a private company, CallWave will have more latitude to make decisions that are in the Company's long-term best interests. In addition, the Company can operate more efficiently by eliminating the substantial costs associated with being a registered and listed stock," said Jeff Cavins, Chief Executive Officer of CallWave.
CallWave plans to use cash on hand to pay for shares purchased under the tender offer. As of March 31, 2009, the Company reported $35.2 million in cash and cash equivalents. As of May 31, 2009, there were 21,175,971 shares of the Company's common stock issued and outstanding.
Tendered shares will be acquired for cash, with no interest payable. The Company will purchase all shares properly tendered. The offer is not conditioned on any minimum number of shares being tendered. The company has been informed by its directors and officers that they will not tender shares in the offer. The scheduled expiration date for the offer is June 4, 2009, but it can be extended at the Company's discretion.
The immediate goal of the tender offer is to reduce the number of beneficial holders of the Company's stock below 300, a required step in taking the company private. If the tender offer fails to accomplish this objective, CallWave intends to take further actions including a reverse stock split followed by a forward split, which would enable the Company to "cash out" resulting fractional shares and reduce the number of beneficial holders to below 300.
Important Additional Information for Stockholders
The tender offer, which has not yet commenced, will be made for all of the outstanding CallWave common stock. In addition, further actions to go private, such as a reverse stock split followed by a forward stock split, requires the approval of a majority of CallWave's stockholders. The solicitation of proxies from CallWave stockholders has not yet commenced.
