Incorporated ("Mannatech" or the "Company") (NASDAQ:
MTEX), a global health and wellness company committed to
transforming lives to make a better world, announces today it has
commenced a modified Dutch auction cash tender offer to purchase up to
$16 million of its outstanding common stock, par value $0.0001 per
share, at a per share price not greater than $21.00 nor less than $18.50
(the "tender offer").
The closing price of Mannatech's common stock on The Nasdaq Global
Select Market ("Nasdaq") on May 16, 2018, two trading days prior to the
commencement of the tender offer, was $15.65 per share. The tender offer
is scheduled to expire at 12:00 midnight, New York City time, at the end
of Friday, June 15, 2018, unless the offer is extended.
The Company believes that the repurchase of its stock pursuant to the
tender offer is consistent with its ongoing goal to maximize shareholder
value. The board of directors evaluated the Company's operations,
financial condition, capital needs, regulatory requirements, strategy
and expectations for the future and believes that the tender offer is a
prudent use of the Company's financial resources and determined that a
tender offer is an appropriate mechanism to return capital to
shareholders that seek liquidity under current market conditions and
allowing shareholders who do not participate in the tender offer to
share in a higher portion of the Company's future potential.
The tender offer is not contingent upon obtaining any financing;
however, the tender offer is subject to certain terms and other
conditions, which are described in the Offer to Purchase, dated May 18,
2018, and the related Letter of Transmittal and other materials
pertaining to the tender offer that Mannatech has filed with the
Securities and Exchange Commission (the "SEC”).
Georgeson Securities Corporation is the dealer manager for the tender
offer. Georgeson LLC is serving as the information agent for the tender
offer and Computershare Trust Company, N.A. is serving as depositary for
the tender offer.
Important Additional Information
This communication is for informational purposes only, is not a
recommendation to buy or sell the Company’s common stock, and does not
constitute an offer to buy or the solicitation to sell shares of the
Company’s common stock. The tender offer is being made only pursuant to
the tender offer statement on Schedule TO, including an Offer to
Purchase, Letter of Transmittal and related materials that the Company
has filed with the SEC.
SHAREHOLDERS AND HOLDERS OF AWARDS GRANTED UNDER THE COMPANY’S EQUITY
INCENTIVE PLANS ARE URGED TO CAREFULLY READ THE TENDER OFFER STATEMENT,
THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS FILED
WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE
VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER, THAT SHAREHOLDERS
AND AWARD HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SHARES.
Shareholders can obtain a free copy of the tender offer statement on
Schedule TO, the Offer to Purchase, Letter of Transmittal, and other
related documents that the Company has filed or will file with the SEC
at the SEC’s website at www.sec.gov.
Additional copies of these materials may be obtained for free by
contacting the Company at email@example.com
or 1410 Lakeside Pkwy, Ste 200, Flower Mound, TX 75028, Attn: Investor
Relations, or Georgeson LLC, the information agent for the tender offer,
at (866) 857-2624.
None of the Company, its directors, the dealer manager, the information
agent or the depositary for the tender offer is making any
recommendation to shareholders as to whether to tender their shares or
refrain from tendering their shares into the tender offer. Shareholders
must decide how many shares they will tender, if any, and the cash price
within the stated range at which they will offer their shares for
purchase by the Company. In doing so, shareholders and holders of awards
granted under the Company's equity plans should carefully read the
tender offer statement, offer to purchase, letter of transmittal and
related materials, because they contain important information regarding
the various terms of, and conditions to, the tender offer.
Mannatech, Incorporated is committed to transforming lives through the
development of high quality integrated health, weight management,
fitness and skin care products distributed through its global network of
independent associates and members. The company has been operating for
more than 20 years with operations in 26 markets^. For more information,
^ Mannatech operates in China under a cross-border e-commerce platform
that is separate from its network marketing model.
Please Note: This release contains "forward-looking statements.”
These forward-looking statements generally can be identified by use of
phrases or terminology such as "may,” "will,” "should,” "hope," "could,”
"would,” "expects,” "plans,” "intends,” "anticipates,” "believes,”
"estimates,” "approximates,” "predicts,” "projects,” "potential,” and
"continues” or other similar words or the negative of such terminology.
Similarly, descriptions of Mannatech’s objectives, strategies, plans,
goals or targets contained herein are also considered forward-looking
statements. Mannatech believes this release should be read in
conjunction with all of its filings with the United States Securities
and Exchange Commission and cautions its readers that these
forward-looking statements are subject to certain events, risks,
uncertainties, and other factors. Some of these factors include, among
others, Mannatech’s ability to complete the anticipated tender offer in
a timely manner or at all, the price at which shares of Mannatech's
common stock may trade on Nasdaq, which may be higher or lower than the
purchase price in the anticipated tender offer, uncertainty as to the
number of shares purchased in the tender offer, Mannatech's inability to
attract and retain associates and preferred customers, increases in
competition, litigation, regulatory changes, and its planned growth into
new international markets. Although Mannatech believes that the
expectations, statements, and assumptions reflected in these
forward-looking statements are reasonable, it cautions readers to always
consider all of the risk factors and any other cautionary statements
carefully in evaluating each forward-looking statement in this release,
as well as those set forth in its latest Annual Report on Form 10-K and
Quarterly Report on Form 10-Q, and other filings filed with the United
States Securities and Exchange Commission, including its current reports
on Form 8-K. All of the forward-looking statements contained herein
speak only as of the date of this release.
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