Boss Holdings Announces Dutch – GuruFocus.com
KEWANEE, Ill., May 16, 2022 /PRNewswire/ — Boss Holdings, Inc. (OTC Markets: “BSHI”) (“Boss” or the “Company”) announced today that it has launched a “Dutch Auction” tender offer ( the “Tender Offer”) to purchase for cash up to $3 million in value of its common stock (the “Common Stock”) at a price per share of at least $20.00 and not greater than $24.00 per share, less any applicable withholding tax and without interest, using available cash. The Public Offer will expire at 5:00 p.m.Central Daylight Time, June 28, 2022, unless extended or terminated earlier in accordance with applicable legal and regulatory requirements.
Assuming the conditions of the Tender Offer are satisfied or waived and the Tender Offer is fully subscribed, if the purchase price per share of all shares acquired is $20.00 (the bottom of the price range), the Company would purchase 150,000 shares, and if the purchase price per share of all shares acquired is $24.00 (the high end of the price range), the Company would purchase 125,000 shares, representing approximately 7.55% and 6.29%, respectively, of the outstanding common shares of the Company as of May 12, 2022. If the shares having a total purchase price greater than $3,000,000 are made to the tender offer, the Company reserves the right to agree to purchase pursuant to the tender offer up to an additional 2% of its outstanding common shares without extending the expiry. The Company also expressly reserves the right, at its sole discretion, to extend the expiry date of the tender offer, subject to applicable legal and regulatory requirements. Shareholders who do not wish to participate in the Public Offer do not have to take any action.
A “Dutch auction” tender offer allows shareholders to indicate how many ordinary shares and at what price within the specified price range they wish to offer their shares. The Company will first accept shares based on the lowest price specified by the bidding shareholders within the specified price range, then proceeding through the next highest additional prices specified by the bidding shareholders up to a total of $3,000,000 has been spent, or a lower amount depending on the number of shares regularly tendered in accordance with the terms of the Public Offer.
To deposit Common Shares, Shareholders should follow the instructions described in the Offer to Purchase and Letter of Transmittal that the Company provides to each Shareholder and posts on its website (www.bossholdingsinc.com) These documents contain the specific terms and conditions of the tender offer.
The Tender Offer will not be subject to any minimum number of shares tendered or to any financing condition. The tender offer will however be subject to other conditions, as indicated in the tender offer. The Board of Directors of the Company (the “Board”) believes that the Dutch Auction Takeover Bid is a mechanism that provides all shareholders with the opportunity to tender all or part of their shares, and also provides shareholders with the option of opting out and, therefore, increasing their relative percentage interest in the Company and its future results. In addition, our Board of Directors believes that the tender offer provides shareholders with the opportunity to obtain cash for some or all of their shares, with less potential disruption to the share price and the costs of usual transactions inherent in buying and selling on the open market.
The information agent for the tender offer is Morrow Sodali LLC and the depositary is Continental Stock Transfer & Trust Company. The Offer to Purchase, Letter of Transmittal and related materials will be mailed to registered holders of Common Shares. Beneficial owners will receive the purchase offer and a communication from their bank, broker or custodian. For any questions or information, please call the information agent, Morrow Sodali LLC at (203) 658–9400.
Certain information regarding the public offering
The information in this press release describing the tender offer is provided for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell common stock under the take-over bid. The Tender Offer is made only pursuant to the Tender Offer and the related documents provided by the Company to its shareholders, as they may be amended or supplemented. Shareholders should read the tender offer and related documents carefully and in their entirety because they contain important information, including the various terms and conditions of the tender offer. Shareholders of the Company may obtain a free copy of the Tender Offer and other documents relating to the Tender Offer on the Company’s website at www.bossholdingsinc.com. Shareholders may also obtain a copy of these documents, free of charge, from Morrow Sodali LLC, the information agent for the tender offer, at (203) 658-9400. Shareholders are urged to read all of these documents carefully before making any decision regarding the tender offer.
About Boss Holdings
Boss Holdings, Inc., headquartered in Kewanee, IL, trades on the pink OTC open market under the symbol BSHI. Its wholly owned subsidiary, Massachusettsbased at Boss Pet Products, Inc., distributes pet grooming supplies, equipment, pet leashes, toys, apparel, health and wellness products. Other subsidiaries of Boss Holdings include Ohiobased in Galaxy Balloons, Inc., which distributes custom printed balloons, inflatables and other products for the promotional products industry, and Boss Tech Products, Inc., which through its business division, Aries Manufacturing, supplies and distributes mobile phone accessories, including charging solutions, hands-free headsets, speakers and related products. To learn more about Boss Holdings, Boss Pet Products and Aries Manufacturing, please visit: Boss HoldingsInc.com, Bosspetedge.com and AriesManufacturing.com.
This press release contains statements that are not historical in nature, are predictive in nature, or that depend on or refer to future events or conditions or otherwise contain forward-looking statements, including statements regarding such things as the ability of Boss to complete the tender offer. These statements are based on management’s expectations as of the date hereof and assumptions that are inherently subject to uncertainties, risks and changing circumstances that are difficult to predict, and actual results may differ materially from our current expectations. and any past or future results. The Company undertakes no obligation to update forward-looking statements, and investors are cautioned not to place undue reliance thereon.
SOURCEBoss Holdings, Inc.