Intelligent Systems Corporation (NYSE MKT:INS) (www.intelsys.com)
today announced that it is commencing a modified "Dutch auction"
tender offer to purchase for cash shares of its common stock for an
aggregate purchase price of no more than $5 million.
Pursuant to the tender offer, company shareholders may tender
all or a portion of their shares (1) at a price specified by the
tendering shareholder of not less than $2.55 and not more than
$3.00 per share or (2) without specifying a purchase price, in
which case their shares will be purchased at the purchase price
determined in accordance with the tender offer. When the tender
offer expires, Intelligent Systems will determine the lowest price
within the range of prices specified above (the "purchase price")
enabling Intelligent Systems to purchase up to $5 million in the
aggregate of its common stock. Shareholders will receive the
purchase price in cash, subject to applicable withholding and
without interest, for shares tendered at prices equal to or less
than the purchase price, subject to the conditions of the tender
offer, including the provisions relating to proration, "odd lot"
priority and conditional tenders in the event that the aggregate
cost to purchase all of the shares validly tendered and not validly
withdrawn at or below the purchase price exceeds $5 million. These
provisions are described in the Offer to Purchase and in the Letter
of Transmittal relating to the tender offer that will be
distributed to shareholders. All shares purchased by Intelligent
Systems will be purchased at the same price. All shares tendered at
prices higher than the purchase price will be promptly returned to
shareholders.
The tender offer will not be conditioned upon any minimum number
of shares being tendered; however, the tender offer will be subject
to a number of other terms and conditions specified in the Offer to
Purchase. The tender offer and withdrawal rights will expire at the
end of the day, 12:00 midnight, New York City time, on May 19,
2015, unless extended or terminated by Intelligent Systems. Tenders
of shares must be made prior to the expiration of the tender offer
and may be withdrawn at any time prior to the expiration of the
tender offer. Shareholders wishing to tender their shares but who
are unable to deliver them physically or by book-entry transfer
prior to the expiration of the tender offer, or who are unable to
make delivery of all required documents to the depositary prior to
the expiration of the tender offer, may tender their shares by
complying with the procedures set forth in the Offer to Purchase
for tendering by notice of guaranteed delivery. D.F. King will
serve as information agent for the tender offer. American Stock
Transfer and Trust is acting as the depositary for the tender
offer.
According to J. Leland Strange, President and CEO of Intelligent
Systems, "We believe this tender offer is the most efficient way to
return capital to shareholders following the previously announced
sale of our ChemFree subsidiary for more than $21 million in cash.
While I personally, and other officers and directors of the
company, do not intend to sell any shares in the tender offer, this
option may be a tax-advantaged way for participating shareholders
to receive cash for some or all of their holdings in an orderly
process."
Intelligent Systems' board of directors has authorized the
tender offer. However, none of the company, the company's board of
directors, the information agent or the depositary makes any
recommendation to shareholders as to whether to tender or refrain
from tendering their shares or as to the price or prices at which
shareholders may choose to tender their shares. No person is
authorized to make any such recommendation. Shareholders must make
their own decision as to whether to tender their shares and, if so,
how many shares to tender and the price or prices at which their
shares should be tendered. In doing so, shareholders should read
carefully the information in, or incorporated by reference in, the
Offer to Purchase and in the Letter of Transmittal (as they may be
amended or supplemented), including the purposes and effects of the
offer. Shareholders are urged to discuss their decisions with their
own tax advisors, financial advisors and/or brokers.
News Release for Informational Purposes Only
This release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell any shares of
the company's common shares. The solicitation and offer to buy the
company's common shares will only be made pursuant to the Offer to
Purchase and related materials that are being sent to the company's
shareholders. Shareholders should read those materials carefully
because they will contain important information, including the
various terms and conditions of the tender offer. Shareholders will
be able to obtain copies of the Offer to Purchase, related
materials filed by the company as part of the statement on Schedule
TO and other documents filed with the Securities and Exchange
Commission (the "SEC") through the SEC's internet address at
www.sec.gov without charge when these documents become available.
Shareholders and investors may also obtain a copy of these
documents from D.F. King & Co., Inc, the information agent for
the tender offer, by directing such request to: D.F. King &
Co., 48 Wall Street, New York, NY 10005 or calling toll-free (800)
499-8541. Shareholders and investors who have questions or need
assistance may call the information agent at the above numbers. The
depositary for the tender offer is American Stock Transfer &
Trust Company LLC.
About Intelligent Systems Corporation
For over thirty-five years, Intelligent Systems Corporation
(NYSE MKT:INS) has identified, created, operated and grown early
stage technology companies. The company has operations and
investments primarily in the financial technology (fintech)
products and services industry. The company's principal subsidiary,
CoreCard Software, Inc. (www.corecard.com), designs, develops, and
markets a comprehensive suite of software solutions to accounts
receivable businesses, financial institutions, retailers and
processors to manage their credit and debit cards, prepaid cards,
private label cards, fleet cards, loyalty programs, and accounts
receivable and small loan transactions. CoreCard also uses its
proprietary software platform to provide processing services for
companies that prefer to outsource this function rather than
license the software for in-house operations. Further information
is available on the company's website at www.intelsys.com or by
calling the company at 770/381-2900.
Forward-Looking Statements
This document includes forward-looking statements within the
meaning of Section 27(a) of the Securities Act of 1933, as amended
and Section 21(e) of the Exchange Act of 1934, as amended. These
forward-looking statements are identified by terms and phrases such
as "anticipate," "believe," "intend," "estimate," "expect,"
"continue," "should," "could," "may," "plan," "project," "predict,"
"will" and similar expressions and include references to
assumptions and relate to our future prospects, developments and
business strategies.
Factors that could cause our actual results to differ materially
from those expressed or implied in such forward-looking statements
include, but are not limited to instability in the financial
markets, delays in product development, undetected software errors,
competitive pressures, changes in customers' requirements or
financial condition, market acceptance of products and services,
changes in the performance, financial condition or valuation of
affiliate companies, the risks associated with investments in
privately-held early stage companies and further declines in
general economic and financial market conditions, particularly
those that cause businesses to delay or cancel purchase
decisions.
These statements are based on our estimates and assumptions and
on currently available information. Our forward-looking statements
include information concerning possible or assumed future results
of operations, and our actual results may differ significantly from
the results discussed. Forward-looking information is intended to
reflect opinions as of the date this press release was issued. We
undertake no duty to update any forward-looking statements to
conform the statements to actual results or changes in our
operations.
CONTACT: Bonnie Herron, CFO
770-564-5504
bherron@intelsys.com
Intelligent Systems (NYSE:INS)
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