CIBL Announces Intention Of GGCP, Inc. To Tender Shares In CIBL Self-Tender Offer
RENO, Nev., Dec. 5, 2012 /PRNewswire/ -- CIBL, Inc. ("CIBL") (PINK: CIBY) announced today that GGCP, Inc. ("GGCP") has informed CIBL of its intention to tender all of its 247 shares of CIBL's common stock, $0.01 par value (the "Shares"), constituting approximately 1.0% of the Shares outstanding, in CIBL's modified "Dutch Auction" tender offer (the "Offer"), commenced November 14, 2012, to purchase for cash up to 7,000 Shares at a price per Share of not less than $820.00 nor greater than $860.00. Mario J. Gabelli, a director of CIBL who beneficially owned approximately 27% of the Shares outstanding as of November 13, 2012, is the Chief Executive Officer, a director and the controlling shareholder of GGCP, and may be deemed to have beneficial ownership of the Shares held by GGCP by virtue of the relationships described above. Mr. Gabelli (with respect to his Shares held directly and through CIBL's 401(k) Savings Plan), the other directors of CIBL, and members of CIBL's executive management team have not indicated any intention to participate in the Offer.
This announcement does not affect the terms and conditions of the Offer, which remain unchanged. The Offer will expire at 12:00 Midnight, Eastern Time, on December 12, 2012, unless the Offer is extended.
CIBL has retained Computershare Trust Company, N.A. ("Computershare") to serve as the Depositary for the Offer and Morrow & Co., LLC ("Morrow") to serve as the Information Agent for the Offer. Additional copies of an offer to purchase, a letter of transmittal and related documentation with respect to the Offer (the "Offering Documents"), which CIBL distributed to its stockholders on or about November 14, 2012, may be obtained from Morrow at (800) 245-1502 or email@example.com. Please contact Morrow with any questions regarding the Offer.
Stockholders are urged to read the Offering Documents because they contain important information that stockholders should consider before making any decision regarding tendering their Shares. In addition to the Offering Documents, CIBL posts on a voluntary basis certain periodic financial and other information on its website at www.ciblinc.com.
As previously announced, on November 21, 2012, CIBL commenced a third party tender offer to purchase for cash up to 80,000 shares of Class A common stock, $0.0001 par value per share, of iCTC Group, Inc. ("ICTC") (PINK:ICTG), which is expected to expire at 12:00 Midnight, Eastern Time, on December 19, 2012. Immediately prior to the launch of the third party tender offer, CIBL purchased 80,000 shares from ICTC in a private placement and obtained the right to purchase from ICTC in a private placement, following the completion or termination of such tender offer, such number of shares equal to the difference between 80,000 and the number of shares that CIBL purchases in such tender offer (if any). CIBL intends to acquire majority voting control of ICTC by entering into a voting trust agreement with certain stockholders controlled directly or indirectly by Mr. Gabelli, who owned, as of November 20, 2012, approximately 22% of the issued and outstanding shares of Class A common stock of ICTC.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR PURCHASE, OR THE SOLICITATION OF TENDERS OR CONSENTS WITH RESPECT TO, THE SHARES OF CIBL. NO OFFER, SOLICITATION, OR PURCHASE WILL BE MADE IN ANY JURISDICTION IN WHICH SUCH AN OFFER, SOLICITATION, OR PURCHASE WOULD BE UNLAWFUL. THE OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFERING DOCUMENTS. NONE OF CIBL, ITS BOARD OF DIRECTORS, OFFICERS OR EMPLOYEES, COMPUTERSHARE OR MORROW IS MAKING ANY RECOMMENDATION AS TO WHETHER OR NOT STOCKHOLDERS SHOULD TENDER ALL OR ANY PORTION OF THEIR SHARES IN THE OFFER, OR AS TO THE PRICE OR PRICES AT WHICH STOCKHOLDERS MAY CHOOSE TO TENDER ANY OF THEIR SHARES. STOCKHOLDERS ARE STRONGLY ENCOURAGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFERING DOCUMENTS AND TO CONSULT THEIR INVESTMENT AND TAX ADVISORS BEFORE MAKING ANY DECISION REGARDING THE TENDER OF THEIR SHARES.
This release contains certain forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including without limitation anticipated corporate transactions. It should be recognized that such information may be based upon certain assumptions, projections and forecasts regarding, among other things, business conditions and financial markets, and must be read in conjunction with the cautionary statements set forth in documents filed by CIBL on its website at www.ciblinc.com. As a result, there can be no assurance that any possible transactions will be accomplished, and such information is subject to uncertainties, risks and inaccuracies, which could be material.
CIBL is a holding company with subsidiaries in television broadcasting. CIBL is listed on the Pink Sheets© under the symbol CIBY. CIBL's telephone number is (775) 664-3700.
Robert E. Dolan
Interim Chief Executive Officer and
Interim Chief Financial Officer
SOURCE CIBL, Inc.
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