CANONSBURG, Pa., Oct. 28 /PRNewswire-FirstCall/ -- UBICS, Inc. (Pink Sheets: UBIX) today announced it has commenced a tender offer to purchase up to 2,557,492 shares of its common stock at a price per share of $0.75, and upon the terms and subject to the conditions set forth in the Offer to Purchase dated the date hereof (as it may be amended or supplemented from time to time, the "Offer to Purchase"), and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the "Letter of Transmittal" and collectively with the Offer to Purchase, the "Offer Documents").
UBICS' obligation to accept for purchase and pay for shares validly tendered and not withdrawn pursuant to the tender offer is subject to the satisfaction or waiver of the conditions described in the Offer to Purchase, including the conditions that (i) a minimum of 2,121,320 Shares be tendered; and (ii) UBICS has received payment of outstanding accounts receivable in amounts sufficient to enable it to pay the purchase price for all shares tendered.
The number of shares proposed to be purchased in the tender offer represents approximately 39.4% of UBICS' currently outstanding shares of common stock. If all 2,557,492 shares are tendered in the offer, the total purchase price to complete the repurchases would be $1,918,119. The repurchases will be financed from UBICS' existing cash resources and cash it expects to receive from payment of outstanding accounts receivable, including from an affiliate, Kingfisher Airlines.
The tender offer will expire at midnight, New York City time, on Monday, November 29, 2010, unless extended by UBICS. Tenders of shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer. The tender offer is subject to a number of terms and conditions described in the Offer Documents that are being distributed to UBICS stockholders.
The Information Agent and Depositary for the tender offer is BNY Mellon Shareowner Services. The Offer Documents are being mailed to UBICS stockholders of record and also will be made available for distribution to beneficial owners of UBICS shares. For questions and information, please call the Information Agent toll free at 1-866-354-3380.
None of UBICS, its Board of Directors, the Information Agent or the Depositary is making any recommendation to UBICS stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Stockholders must decide how many shares they will tender, if any. UBICS' majority stockholder, United Breweries Information Consultancy Services, Ltd., and UBICS' Chairman, Vijay Mallya, who is also the controlling person of such majority stockholder, have advised UBICS that they do not intend to tender any of their shares in the tender offer.
This press release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, any UBICS shares. The tender offer is being made only pursuant to the Offer Documents, which UBICS will be distributing to stockholders shortly. Stockholders are urged to read carefully the Offer Documents and other related materials when they are available because they contain important information, including the terms and conditions of the tender offer. Stockholders may obtain free copies of the Offer Documents by calling BNY Mellon Shareowner Services, the Information Agent, toll free at 1-866-354-3380.
All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including statements regarding the proposed tender offer, the anticipated timing of the commencement of the offer, the number of shares UBICS expects to repurchase in the offer and the price at which any purchases will be made. Forward-looking statements which are based on certain assumptions and describe our future plans, strategies and expectations, are generally identifiable by use of the words "may", "will", "believe", "except", "intend", "anticipate", "estimate", "project", or similar expressions or variations thereof. These statements are based on UBICS current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements, and include the risk that changes in economic circumstances and business conditions may make the proposed tender offer no longer advisable on the terms described herein, if at all. Investors are cautioned not to place undue reliance on any forward-looking statements.
SOURCE UBICS, Inc.