CIBL Commences Tender Offer for Up To 80,000 Shares of Common Stock of ICTC Group at $22.25 Per Share CIBL and ICTC Group Complete Private Placement of 80,000 Shares of Common Stock of ICTC Group At $22.00 Per Share
RENO, Nev., Nov. 21, 2012 /PRNewswire/ -- CIBL, Inc. ("CIBL") (PINK: CIBY) and iCTC Group, Inc. ("ICTC") (PINK: ICTG) jointly announced today that CIBL has commenced a tender offer (the "Offer") to purchase for cash up to 80,000 shares of Class A common stock, $0.0001 par value per share (the "Shares"), of ICTC at a purchase price of $22.25 per Share, net to the seller in cash, less any applicable withholding taxes and without interest (the "Purchase Price"). On November 20, 2012, the last full trading day before the public announcement of the Offer, the reported closing price of the Shares on the Pink Sheets was $40.00 per Share, reflecting the last reported sale of Shares occurring on August 1, 2012.
CIBL and ICTC also jointly announced today that, prior to the commencement of the Offer, on November 20, 2012, CIBL purchased from ICTC, in a private placement, 80,000 Shares at a purchase price of $22.00 per Share, constituting 20% of the issued and outstanding Shares. Under the terms of the related purchase agreement, CIBL also received the right, but not the obligation, to purchase from ICTC in a private placement following the completion or termination of the Offer such number of Shares equal to the difference between 80,000 and the number of Shares that CIBL purchases in the Offer (if any), at a purchase price of $22.00 per Share. Assuming the consummation of a fully-subscribed Offer, ICTC will own 160,000 Shares, representing approximately 40% of the issued and outstanding Shares. CIBL also intends to acquire majority voting control of ICTC by entering into a voting trust agreement with certain stockholders controlled directly or indirectly by Mario J. Gabelli, a Director of CIBL, who own, as of November 20, 2012, approximately 22% of the issued and outstanding Shares.
ICTC's Board of Directors has unanimously determined that the terms of the Offer are fair to and in the best interests of ICTC's stockholders. Accordingly, ICTC's Board of Directors recommends that ICTC's stockholders accept the Offer and tender their Shares to CIBL in the Offer.
ICTC is strongly supportive of CIBL's willingness to provide liquidity for ICTC stockholders through the Offer. ICTC recognizes that CIBL's investment in ICTC benefits ICTC's business goals and prospects. ICTC believes the strategic alliance with CIBL will provide ICTC with a partner that has significant financial and business resources, which should assist ICTC in capitalizing on current consumer trends in communications services, particularly the use of broadband spectrum. ICTC will distribute to its stockholders a statement setting forth in detail, among other things, the recommendation of ICTC's Board of Directors that ICTC's stockholders tender their Shares to CIBL in the Offer (the "ICTC Statement").
CIBL expects that the Offer will expire at 12:00 Midnight, Eastern Time, on December 19, 2012, unless extended or withdrawn. Shares must be tendered prior to the expiration of the Offer, and existing tenders of Shares may be withdrawn at any time prior to the expiration of the Offer. If more than the maximum number of Shares sought are tendered, the tendered Shares will be purchased on a pro rata basis (subject to any conditional tenders). Any Shares that are properly withdrawn or not purchased by CIBL for any reason (including due to proration or conditional tender) will be returned to their holders in accordance with the terms of the Offer. CIBL intends to fund the Offer with cash on hand. The Offer is not conditioned on any minimum number of Shares being tendered or on the availability of financing. However, the Offer is subject to certain customary conditions.
The terms and conditions of the Offer are set forth in an offer to purchase, a letter of transmittal and related documentation (the "Offering Documents"), which are being distributed to ICTC stockholders on or about November 21, 2012. 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. Additional copies of the Offering Documents may be obtained from Morrow at (800) 461-0945 or firstname.lastname@example.org. Please contact Morrow with any questions regarding the Offer.
Stockholders are urged to read the Offering Documents and the ICTC Statement because they contain important information that stockholders should consider before making any decision regarding tendering their Shares. In addition to the Offering Documents and the ICTC Statement, each of CIBL and ICTC posts on a voluntary basis certain periodic financial and other information on its website at www.ciblinc.com and www.ictcgroup.net, respectively.
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, ANY SHARES. 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 AND THE ICTC STATEMENT. STOCKHOLDERS ARE STRONGLY ENCOURAGED TO EVALUATE CAREFULLY ALL INFORMATION IN THE OFFERING DOCUMENTS AND THE ICTC STATEMENT 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 each of CIBL and ICTC on its website at www.ciblinc.com and www.ictcgroup.net, respectively. 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.
ICTC is a holding company with subsidiaries in telecommunications. ICTC is listed on the Pink Sheets© under the symbol ICTG. ICTC's telephone number is (701) 924-1000.
Robert E. Dolan
Interim Chief Executive Officer and
Interim Chief Financial Officer
iCTC Group, Inc.
Chief Executive Officer
SOURCE CIBL, Inc.