Insignia Systems, Inc. (Nasdaq: ISIG) today announced it has commenced a “modified Dutch auction” tender offer to purchase up to $12 million of its common stock. Under the terms of the tender offer, the Company’s shareholders will have the opportunity to tender some or all of their shares at a price within the range of $2.15 to $2.35 per share. 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 that range that will enable it to buy $12 million of its shares, or such lesser number of shares that are properly tendered. All shares accepted for purchase will be purchased at the same price. The Company will not purchase shares below a shareholder’s indicated price, and in some cases, the Company might purchase shares at a price that is above a shareholder’s indicated price under the terms of the tender offer. At the minimum price of $2.15 per share, the Company would purchase a maximum of 5,581,395 shares, which represents approximately 41% of the Company’s currently outstanding common stock.
The Company expects to fund the share purchases in the tender offer from available cash on hand, which as of July 17, 2013, totaled approximately $23 million. After completion of the tender offer, the Company should have over $10 million in cash for future operations and other initiatives. The tender offer is not conditioned upon any minimum number of shares being tendered or the receipt of financing, but it is subject to other customary conditions that are described in the tender offer documents. The tender offer documents, which will be distributed to shareholders beginning on July 18, 2013, contain specific instructions about how to tender shares and a complete explanation of the tender offer’s terms and conditions. Additional copies of the tender offer materials will also be available from the information agent, D.F. King & Co., Inc. The depositary for the tender offer will be Wells Fargo Bank, N.A.