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Nicholas Financial, Inc. (Nasdaq:NICK) today announced that it expects to commence within 30 days of this announcement a “modified Dutch auction” tender offer to repurchase a number of its outstanding Common shares not to exceed an aggregate purchase price of $70.0 million.
In accordance with rules of the Securities and Exchange Commission, the Company may increase the number of shares accepted for payment in the offer by no more than 2 percent of the outstanding shares without amending or extending the tender offer.
The Tender Offer will allow shareholders to indicate how many shares and at what price within the Company’s specified range they wish to tender. The Company will select the lowest single per-share purchase price that will allow it to buy up to $70.0 million of its outstanding Common shares at the completion of the Tender Offer. The specified range is expected to be $14.60 to $15.60 per share. All Common shares purchased by the Company in the Tender Offer will be purchased at the same price and will be cancelled. The Company will not purchase shares below a shareholder’s indicated price, and in some cases, the Company may purchase shares at a price that is above a shareholder’s indicated price under the terms of the Tender Offer.
The Tender Offer will be conditioned upon a minimum of $50.0 million of the Company’s outstanding Common shares being tendered, as well as other customary conditions that will be described in the Tender Offer documents. The offer to purchase and related Tender Offer documents, which will be distributed to shareholders upon commencement of the Tender Offer, will also contain tendering instructions and a complete explanation of the Tender Offer’s terms and conditions.
None of the Company, its board of directors or its agents is or will be making any recommendation to shareholders as to whether to tender or refrain from tendering their Common shares into the Tender Offer. Shareholders must decide whether to tender their shares and, if so, how many shares to tender and at what price or prices. In doing so, shareholders should carefully evaluate all of the information in the Tender Offer documents, when available, before making any decision with respect to the Tender Offer, and should consult their own financial and tax advisors.
Ralph Finkenbrink, the Company’s President and Chief Executive Officer, has advised the Company that he expects to participate in the tender offer.
