July 24, 2013
Smith & Wesson Holding Corporation
(NASDAQ Global Select Market: SWHC), a leader in firearm manufacturing and design, today announced the preliminary results of its fixed-price cash tender offer (the "Offer"), which expired at 12:00 midnight,
New York City
time, on the evening of
July 23, 2013
Based on the preliminary count by Interwest Transfer Company, Inc., the depositary for the Offer (the "Depositary"), the company expects to accept for payment an aggregate of 1,431,747 shares of its common stock at a purchase price of
per share, at a total cost to the company of approximately
, excluding fees and expenses relating to the Offer.
Based on the preliminary count by the Depositary, an aggregate of 1,431,747 shares were properly tendered and not withdrawn, including 366,723 shares that were tendered through notice of guaranteed delivery. These shares represent approximately 2.2 percent of shares issued and outstanding.
The number of shares to be purchased is preliminary. The determination of the final number of shares to be purchased is subject to confirmation by the Depositary of the proper delivery of the shares validly tendered. The actual number of shares validly tendered will be announced following the completion of the confirmation process. Payment of shares will be made in cash, without interest. Payment for the shares accepted for purchase under the Offer will be made promptly.
June 13, 2013
, the company announced that its Board of Directors had approved the repurchase of up to
of the company's outstanding common stock, including the repurchase for cash of up to
of common stock by way of a fixed-price issuer tender offer, with the remaining authorized balance to be repurchased in the open market or privately negotiated transactions. Following the expiration of the Offer, the company remains authorized to repurchase up to approximately
of common stock in the open market or privately negotiated transactions. This authorization is subject to modification or termination by the company's Board of Directors at any time. Pursuant to Rule 13e-4(f) under the Securities Exchange Act of 1934, as amended, any such additional repurchases by the company of shares of its common stock shall not occur prior to the expiration of at least ten business days after the expiration date of the Offer.
The Offer was made pursuant to an Offer to Purchase, dated
June 17, 2013
, as amended and supplemented by the Supplement to the Offer to Purchase, dated
July 10, 2013
, and the related Amended Letter of Transmittal, dated
July 10, 2013
, in which the company offered to purchase up to 6,818,181 shares at a price of
Cowen and Company, LLC is the dealer manager for the Offer and Innisfree M&A Incorporated is the information agent for the Offer.