TMCnet News
Pareteum Extends Tender Offer For All Outstanding Shares Of iPassNEW YORK, Jan. 14, 2019 /PRNewswire/ -- Pareteum Corporation (Nasdaq: TEUM), a cloud software platform company, announced today that it has extended the offering period of its previously announced tender offer to purchase all outstanding shares of iPass Inc. (Nasdaq: IPAS), a provider of global mobile connectivity, and location and performance data, due to unexpected government closure causing delays with Pareteum's registration statement. The tender offer is being made pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 12, 2018, by and among Pareteum Corporation ("Pareteum"), iPass Inc. ("iPass") and TBR, Inc., a wholly-owned subsidiary of Pareteum ("TBR"). The tender offer is now scheduled to expire at 5:00 pm, New York City time, on February 12, 2019, unless the tender offer is extended or earlier terminated, in either case pursuant to the terms of the Merger Agreement. Continental Stock Transfer & Trust, the depository for the tender offer, has advised Pareteum and iPass that as of 5:00 p.m., New York City time, on January 11, 2019, 4,949,254 shares representing approximately 58.7% percent of the outstanding iPass shares have been validly tendered pursuant to the tender offer and not properly withdrawn. iPass shareholders who have already tendered their shares of iPass do not have to re-tender their shares or take any other action as a result of the extension of the expiration date of the tender offer. Extension of the tender offer is due to the partial shutdown of the United States Federal Government, and completion of the tender offer remains subject to additional conditions described in the tender offer statement on Schedule TO filed by TBR and Pareteum with the U.S. Securities and Exchange Commission (the "SEC") on December 4, 2018 (as amended and supplemented, the "Schedule TO"). Morrow Sodali is acting as information agent for the tender offer. Requests for documents and questions regarding the tender offer may be directed to Morrow Sodali toll free at (800) 662-5200. About Pareteum: Cautionary Note Concerning Forward-Looking Statements The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; the outcome of any legal proceedings that have been or could be instituted against iPass or its directors or Pareteum related to the merger agreement; the possibility that various conditions to the consummation of the Pareteum exchange offer and merger may not be satisfied or waived, including obtaining the consent of iPass' secured lender Fortress Credit Corp.; uncertainty as to how many shares of iPass common stock will be tendered into the Pareteum exchange offer and not withdrawn; the risk that the Pareteum exchange offer and merger will not close within the anticipated time periods; the effects of local and national economic, credit and capital market conditions on the economy in general, and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC, including, but not limited to, those detailed in iPass' Annual Report on Form 10-K for the year ended December 31, 2017 and iPass' most recent quarterly report filed with the SEC, and Pareteum's Annual Report on Form 10-K for the year ended December 31, 2017 and Pareteum's most recent quarterly report filed with the SEC. The forward-looking statements contained herein are made only as of the date hereof, and the company undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Additional Information and Where to Find It Pareteum Investor Relations Contacts: Stephen Hart Carrie Howes
View original content to download multimedia:http://www.prnewswire.com/news-releases/pareteum-extends-tender-offer-for-all-outstanding-shares-of-ipass-300777383.html SOURCE Pareteum Corporation |