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Outerwall Inc. Reports Preliminary Results Of Modified Dutch Auction Tender Offer





BELLEVUE, Wash., Mar. 10, 2014 /PRNewswire/ -- Outerwall Inc. (Nasdaq: OUTR) today announced the preliminary results of its modified "Dutch Auction" self-tender offer for the purchase of up to $350 million in value of shares of its common stock, which expired at 12:00 Midnight, New York City time, at the end of the day of March 7, 2014.

(Logo: http://photos.prnewswire.com/prnh/20130701/AQ41388LOGO)

Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer, a total of 5,301,040 shares of Outerwall's common stock were properly tendered and not properly withdrawn at or below the final purchase price of $70.07 per share, including 3,057,426 shares that were tendered through notice of guaranteed delivery.

In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the depositary, Outerwall expects to accept for purchase 5,301,040 shares of its common stock at a purchase price of $70.07 per share, for an aggregate cost of approximately $371.4 million, excluding fees and expenses relating to the tender offer. The 5,301,040 shares expected to be purchased in the tender offer represent approximately 20.6% of Outerwall's outstanding shares of common stock as of March 6, 2014. Based on these preliminary numbers, Outerwall anticipates that following settlement of the tender offer, it will have approximately 20,380,731 shares outstanding. The total amount of shares expected to be purchased in the tender offer includes Outerwall's right to upsize the tender offer by up to 2% of its outstanding shares.

The number of shares expected to be purchased in the tender offer and the purchase price are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares tendered through notice of guaranteed delivery will be delivered within the three business day guaranteed delivery period. The final number of shares to be purchased and the final purchase price will be announced following the expiration of the guaranteed delivery period and the completion by the depositary of the confirmation process. Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all other shares tendered and not purchased, will occur promptly thereafter, and payment will be made in cash, less any applicable withholding taxes and without interest.

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