LITTLETON, Colo., April 29,
2024 /PRNewswire/ -- CONX Corp. (Nasdaq: CONX) (the
"Company" or "CONX") announced today the final results of its
previously announced tender offer (the "Tender Offer") to purchase
up to 2,120,269 of its shares of Class A common stock, par value
$0.0001 per share (the "Class A
Common Stock"), at a purchase price of $10.598120 per share. The Tender Offer expired at
5:00 p.m. New York City time on April 29, 2024 (the "Expiration Date").
Based upon information provided by Continental Stock Transfer
& Trust Company, the depositary for the Tender Offer, a total
of 1,941,684 shares of Class A Common Stock were validly tendered
and not properly withdrawn prior to the Expiration Date. All shares
of Class A Common Stock validly tendered and not properly withdrawn
were accepted for purchase for a total cost of approximately
$20,578,200, excluding fees and
expenses related to the Tender Offer, which will be released from
the Company's trust account, established to hold the proceeds of
the Company's initial public offering and certain other funds, to
be distributed to tendering shareholders. Such shares of Class A
Common Stock represent approximately 91.6% of the Company's issued
and outstanding shares of Class A Common Stock as of April 29, 2024. Payment for the shares of Class A
Common Stock accepted for purchase will be made promptly.
The Tender Offer was made in connection with the Company's
previously announced transaction (the "Transaction") with EchoStar
Real Estate Holding L.L.C., a Colorado limited liability company ("Seller"),
with respect to the sale and lease back of certain property in
Littleton, Colorado, comprising
the corporate headquarters of DISH Wireless (the "Property"), which
is expected to close on May 1,
2024.
About CONX Corp.
CONX Corp. is a blank check company incorporated in
Nevada on August 26, 2020, whose business purpose is to
effect a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses. Subsequent to the completion of the
Transaction, CONX anticipates to grow through acquisition
opportunities, including, but not limited to, disruptive
technologies and infrastructure assets to maximize its ability to
drive shareholder value.
Important Legal Information
The description contained herein is neither an offer to purchase
nor a solicitation of an offer to sell securities of the
Company.
Forward-Looking Statements
This press release contains "forward-looking statements."
Forward-looking statements include, but are not limited to,
statements regarding our or our management team's expectations,
hopes, beliefs, intentions or strategies regarding the future. In
addition, any statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements. The words "anticipate," "believe," "continue," "could,"
"estimate," "expect," "intend," "may," "might," "plan," "possible,"
"potential," "predict," "project," "should," "would" and similar
expressions may identify forward-looking statements, but the
absence of these words does not mean that a statement is not
forward-looking. These statements are not historical facts but
instead represent only the Company's belief regarding future
results, many of which, by their nature are inherently uncertain
and outside of the Company's control. Actual results may differ,
possibly materially, from those anticipated in these forward
looking statements. The Company undertakes no obligation to update
these statements for revisions or changes after the date of this
release, except as required by law.
The risks and uncertainties include, but are not limited to:
- our ability to complete the Transaction or to realize the
anticipated benefits of the Transaction;
- the Transaction benefits do not meet the expectations of
investors or securities analysts, and the impact on the market
price of the Company's securities;
- our expectations around the Property and that certain
commercial lease agreement to be entered into by and between the
Company and Seller concurrently with the closing of the
Transaction;
- changes in the financial and macroeconomic conditions and their
impact on the Company and its business and financial performance
after the Transaction;
- our success in retaining or recruiting, or changes required in,
our officers, key employees or directors following the
Transaction;
- our officers and directors allocating their time to other
businesses and potentially having conflicts of interest with our
business or in approving the Transaction;
- our potential ability to obtain additional financing after the
Transaction;
- our ability to maintain a listing for our securities on
Nasdaq;
- our public securities' potential liquidity and trading,
including following this Offer; and
- the lack of a market for our securities.
Forward-looking statements are subject to known and unknown
risks and uncertainties and are based on potentially inaccurate
assumptions that could cause actual results to differ materially
from those expected or implied by the forward-looking statements.
You should carefully consider the risks and uncertainties that will
be described in the Disclosure Documents and any amendments
thereto, once available.
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SOURCE CONX Corp.
