Financial Press Release
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The tender offer is being made pursuant to the Agreement and Plan of Merger, dated
The tender offer is not subject to any financing condition. The tender offer is subject to customary conditions to closing, including a condition that the number of shares validly tendered (and not properly withdrawn) prior to the expiration of the tender offer, together with the shares then owned by BCH and its wholly-owned subsidiaries, represents at least one share more than 50% of all shares then outstanding plus any shares to be issued for options that have been exercised.
The board of directors of Cartesian has determined that the offer is advisable, fair to and in the best interests of Cartesian and its stockholders and unanimously recommends that the stockholders of Cartesian tender their shares to Offeror.
The tender offer will expire one minute after
The Merger Agreement provides, among other things, that as soon as practicable following consummation of the tender offer and receipt of the affirmative vote of the holders of a majority of the outstanding shares of Cartesian’s common stock entitled to vote to approve the Merger Agreement, and subject to the satisfaction or waiver (to the extent permitted by applicable law) of specified conditions, Offeror will be merged (the “Merger”) with and into Cartesian, with Cartesian continuing as the surviving corporation in the Merger and thereby becoming a wholly owned direct subsidiary of Parent.
In the Merger, each Share outstanding immediately prior to the effective time of the Merger (other than Shares owned by (i) Cartesian or Merger Sub, which Shares will be cancelled and will cease to exist or (ii) any person who is entitled to and properly demands statutory appraisal of his, her or its Shares under
The Offer to Purchase and the related Letter of Transmittal contain important information that should be read carefully before any decision is made with respect to the Offer.
Complete terms and conditions of the tender offer can be found in the Offer to Purchase, Letter of Transmittal and other related materials that are being filed with the
Copies of the Offer to Purchase, Letter of Transmittal and other related materials are available free of charge at the SEC’s website (www.sec.gov) or by directing a request to
About Blackstreet Capital Holdings, LLC
Additional Information about the Transaction
This communication and the description contained herein is for informational purposes only and is not a recommendation, an offer to buy, or the solicitation of an offer to sell any shares of Cartesian or any other securities. Offeror, Parent and BCH are filing a tender offer statement on Schedule TO with the
Cautionary Statement Regarding Forward-Looking Statements
This press release may contain “forward-looking statements.” Forward-looking statements often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. Such statements involve risks, uncertainties and assumptions. If such risks or uncertainties materialize or such assumptions prove incorrect, the results could differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact are statements that could be deemed forward-looking statements, including any statements regarding the expected benefits and costs of the tender offer, the Merger and the other transactions contemplated by the Merger Agreement; the expected timing of the completion of the tender offer and the Merger; the ability to complete the tender offer and the Merger considering the various conditions to the tender offer and the Merger, some of which are outside the parties’ control, including those conditions related to regulatory approvals; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Risks, uncertainties and assumptions include the possibility that expected benefits may not materialize as expected; that the tender offer and the Merger may not be timely completed, if at all; and other risks. Except as may be required by law,
Murry Gunty, 240-223-1333
Source: Cartesian, Inc.