PERFECT CORP., 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.
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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may be subject to proration, in the event that more than 16,129,032 shares are validly tendered and not properly withdrawn prior to the Expiration Time.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.
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