CallWave Announces Tender Offer in Connection With Proposed Going Private Transaction
SAN FRANCISCO - May 5, 2009-- CallWave, Inc. (NASDAQ: CALL), a leading global provider of mobile and Web-based unified communications solutions, today announced that it is offering to purchase shares of its common stock in a tender offer for $1.15 per share. The offer price represents a premium of approximately 44% to the closing price of the Company’s common shares of $0.80 on the NASDAQ as of the close of business on May 4, 2009. In connection with the tender offer, CallWave stated that it intends to deregister and delist its common stock and take the Company private.
"This tender offer represents an important step in our efforts to further focus on long term strategy and apply our resources on the launch of FUZE, our desktop-to-mobile collaboration and conferencing service. As a private company, CallWave will have more latitude to make decisions that are in the Company’s long-term best interests. In addition, the Company can operate more efficiently by eliminating the substantial costs associated with being a registered and listed stock," said Jeff Cavins, Chief Executive Officer of CallWave.
CallWave plans to use cash on hand to pay for shares purchased under the tender offer. As of March 31, 2009, the Company reported $35.2 million in cash and cash equivalents. As of May 31, 2009, there were 21,175,971 shares of the Company’s common stock issued and outstanding. Tendered shares will be acquired for cash, with no interest payable. The Company will purchase all shares properly tendered. The offer is not conditioned on any minimum number of shares being tendered. The company has been informed by its directors and officers that they will not tender shares in the offer. The scheduled expiration date for the offer is June 4, 2009, but it can be extended at the Company’s discretion.
The immediate goal of the tender offer is to reduce the number of beneficial holders of the Company’s stock below 300, a required step in taking the company private. If the tender offer fails to accomplish this objective, CallWave intends to take further actions including a reverse stock split followed by a forward split, which would enable the Company to “cash out” resulting fractional shares and reduce the number of beneficial holders to below 300.
About CallWave, Inc.
CallWave is a global provider of unified communication applications which allow today’s professional to communicate, collaborate and conference from anywhere in the world via computer over any web connection or with most leading 3G smartphones or Wi-Fi enabled devices. CallWave’s FUZE is a mobile and web-based collaboration service that enables secure, real-time collaboration and presence. FUZE offers unique features including high-definition, synchronized video and image sharing, secure instant messaging (IM) and presence.
Founded in 1998, CallWave is publicly traded on the NASDAQ under the symbol "CALL," with headquarters located in San Francisco, California. Please visit: www.callwave.com.
This press release may contain certain statements of a forward-looking nature. Such statements are made pursuant to the "forward-looking statements" and "safe harbor" provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange of 1934, as amended. The statements contained herein which are not historical facts are considered forward-looking statements under federal securities laws. Such forward-looking statements are based on the beliefs of our management as well as assumptions made by and information currently available to them. The Company has no obligation to update such forward-looking statements. Actual results may vary significantly from these forward-looking statements.
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