MicroStrategy® Incorporated (NASDAQ:MSTR) (“MicroStrategy”), the largest independent publicly-traded business intelligence company, today announced the preliminary results of its “modified Dutch Auction” tender offer, which expired at 5:00 P.M., New York City time, on September 10, 2020.
Based on the preliminary count by American Stock Transfer & Trust Co., LLC, the depositary for the tender offer (the “Depositary”), a total of 443,482 shares of MicroStrategy’s class A common stock, par value $0.001 per share (each share of MicroStrategy’s class A common stock, a “Share,” and collectively, “Shares”), were properly tendered and not properly withdrawn at or below the purchase price of $140.00 per Share, including 289,417 Shares that were tendered by notice of guaranteed delivery.
In accordance with the terms and conditions of the tender offer and based on the preliminary count by the Depositary, MicroStrategy expects to purchase a total of 443,482 Shares through the tender offer at a price of $140.00 per Share, for an aggregate cost of $ 62.1 million, excluding fees and expenses relating to the tender offer. The total of 443,482 Shares that MicroStrategy expects to purchase represents approximately 4.6% of the total number of outstanding shares of MicroStrategy’s capital stock as of September 10, 2020.
The number of Shares expected to be purchased by MicroStrategy and the purchase price are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the Depositary and is based on the assumption that all Shares tendered through notice of guaranteed delivery will be delivered within the two-trading day settlement period. The final number of Shares to be purchased by MicroStrategy and the final purchase price will be announced following the expiration of the guaranteed delivery period and completion by the Depositary of the confirmation process. Payment for the Shares accepted under the tender offer, and return of all other Shares tendered and not purchased, will occur promptly thereafter.
Morgan Stanley & Co. LLC acted as dealer manager for the tender offer. MicroStrategy stockholders who have questions or would like additional information about the tender offer may contact the information agent for the tender offer, Georgeson LLC, toll-free at 1 (866) 828-4304.