RENO, Nev., Dec. 6, 2013 /PRNewswire/ -- CIBL, Inc. ("CIBL" or the "Company") (PINK: CIBY) announced today that its Board of Directors has authorized a modified "Dutch Auction" tender offer (the "Offer") to purchase for cash up to 2,200 shares of its outstanding common stock, $0.01 par value, at a price per share of not less than $1,300 nor greater than $1,350, for a minimum aggregate purchase price of $2,860,000 and a maximum aggregate purchase price of $2,970,000. If the Offer is oversubscribed, the Board may decide to increase the size of the Offer by up to an additional 1,000 shares, in which case, the Offer may need to be extended. On December 5, 2013, the last full trading day before the public announcement of the Offer, the last reported closing price on the Pink Sheets was $1,350 per share, reflecting a sale on December 2, 2013.
CIBL intends to commence the Offer on December 9, 2013 and expects the Offer to expire at 5:00 pm Eastern time on January 8, 2014, unless extended or withdrawn. Shares must be tendered prior to the expiration of the Offer, and existing tenders of shares may be withdrawn at any time prior to the expiration of the Offer. Withdrawn shares will be returned to their holders in accordance with the terms of the Offer. The Offer will not be conditioned on any minimum number of shares being tendered, although the Offer will be subject to certain customary conditions.
The modified Dutch Auction will allow CIBL stockholders to tender their shares at a price within the specified range and to do so without incurring any brokerage fees or commissions. Based on the number of shares tendered and the prices specified by the tendering stockholders, CIBL will select a single price per share within the specified range (the "Purchase Price") that will enable it to purchase 2,200 shares pursuant to the Offer, or such lesser aggregate amount of its shares that are properly tendered. All shares accepted in the Offer will be purchased at the same price per share even if a stockholder tendered at a lower price. CIBL reserves the right in the Offer to purchase up to an additional 2% of its shares outstanding without extending the Offer. CIBL had 21,618 shares outstanding as of the close of business on December 5, 2013.
CIBL intends to fund the Offer with cash on hand. If more than the maximum number of shares sought is tendered, the shares tendered will be purchased on a pro rata basis (subject to any conditional tenders). Stockholders whose shares are purchased through the Offer will be paid the Purchase Price in cash, without interest, promptly after the expiration of the Offer. Shares tendered at prices above the Purchase Price and shares not purchased due to proration will be returned to tendering stockholders.
CIBL's Board of Directors and executive management have not indicated any intention to participate in the Offer.
The Company initiated a share buy-back program in February 2009. Under this program, CIBL has repurchased approximately 1,075 shares of its common stock at an average price of $867 per share, including 28 shares of common stock in the past 60 days at an average price of $1,304 per share. In 2012, the Company conducted a modified "Dutch Auction" tender offer to purchase for cash up to 7,000 shares of its outstanding common stock, at a price per share of not less than $820.00 nor greater than $860.00. Through the 2012 tender offer, the Company purchased 2,460 shares of common stock at a final purchase price of $860 per share, for a total cost of approximately $2.1 million. Through this Offer, CIBL is continuing its historical commitment to repurchasing its shares with a view to enhancing stockholder value.
As previously announced on September 16, 2013, definitive agreements have been reached for the sale to Nexstar Broadcasting, Inc. of CIBL's interests in television stations WOI-TV and WHBF-TV. These two broadcast properties are licensed and operated by Capital Communications Company, Inc. and Coronet Communications Company, respectively, and serve the Des Moines/Ames, Iowa and Iowa/Illinois Quad Cities markets. As a result of these transactions, CIBL currently estimates that its total proceeds before certain adjustments and the payment of debt, expenses and taxes, are likely to exceed $24 million. These transactions are subject to regulatory review and approval by the Federal Communications Commission. Closing of the sale transactions is anticipated in the first quarter of 2014.
The Offer described in this press release has not yet commenced. At the time the Offer is commenced, the terms and conditions of the Offer will be set forth in an Offer to Purchase, a Letter of Transmittal and related documentation (the "Offering Documents"), which CIBL expects to distribute to the Company's stockholders on or about December 9, 2013. CIBL has retained Computershare Trust Company, N.A. ("Computershare") to serve as the Depositary for the Offer, and has retained Morrow & Co., LLC ("Morrow") to serve as the Information Agent for the Offer. Additional copies of the Offering Documents may be obtained from Morrow at (800) 573-4412 or email@example.com when they become available. Please contact Morrow with any questions regarding the Offer.
Stockholders are urged to read the Offering Documents when they become available because they contain important information that stockholders should consider before making any decision regarding the tender of 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.
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR PURCHASE, OR THE SOLICITATION OF TENDERS OF CONSENTS WITH RESPECT TO, THE SHARES OF CIBL. NO OFFER, PURCHASE OR SOLICITATION WILL BE MADE IN ANY JURISDICTION IN WHICH SUCH AN OFFER, PURCHASE OR SOLICITATION WOULD BE UNLAWFUL. THE OFFER IS BEING MADE SOLELY PURSUANT TO THE OFFERING DOCUMENTS. NONE OF CIBL, ITS BOARD OF DIRECTORS, OFFICERS, EMPLOYEES, OR 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, 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 telecommunications. CIBL is listed on the Pink Sheets ® under the symbol CIBY. The Company's telephone number is (775) 664-3700.
Robert E. Dolan
SOURCE CIBL, Inc.