June 27, 2013
/PRNewswire/ -- Trans World Entertainment Corporation (Nasdaq: TWMC) today announced that its Board of Directors (the "Board") has authorized the Company to repurchase shares of the Company's common stock in a "modified Dutch auction" tender offer for up to
in value of its common stock, at a price of not less than
and not greater than
per share (in increments of
) (the "Tender Offer"). This price range represents a 13% premium to a 28% premium to the average closing price per share for the Company's common stock for the last 120 days.
A "modified Dutch auction" tender offer allows shareholders to indicate how many shares and at what price(s) they wish to tender within the Company's specified price range. Based on the number of shares tendered and the prices specified by the tendering shareholders, the Company will determine the lowest price per share within the range that will enable the Company to purchase
in value of its common stock (or a lower amount if the offer is not fully subscribed). All shares purchased by the Company in the Tender Offer will be purchased at the same price.
In the fourth quarter of the fiscal year ended
February 2, 2013
, the Company declared and paid a special cash dividend of
per share, the first dividend in the Company's history. This was a one-time special dividend and does not guarantee any future dividends. In deciding to authorize the Tender Offer, the Board carefully reviewed various alternatives, including the payment of one-time and regular dividends, for returning capital to the Company's shareholders and increasing long-term shareholder value. The Board determined that the Tender Offer would be the most prudent and effective way to return capital to the Company's shareholders and increase long-term shareholder value. The Board concluded that the Tender Offer would, among other things, permit shareholders desiring liquidity to reduce their holdings at a time when the Company's stock price is at or near a five-year high and permit remaining shareholders to benefit from increased future earnings per share.
Robert J. Higgins
, Chairman of the Board and Chief Executive Offer did not participate in any of the Board's decisions regarding the Tender Offer.
The Company expects to fund the Tender Offer from cash on hand and does not expect to borrow any funds for the purpose of the Tender Offer. The Tender Offer will be subject to a number of terms and conditions, which will be specified in the offer to purchase and the other documents relating to the Tender Offer. The Company anticipates commencing the Tender Offer in the near future.