Mannatech, Incorporated ("Mannatech" or the "Company")
(NASDAQ: MTEX), a global health and wellness company committed to
transforming lives to make a better world, announces today it has
commenced a cash tender offer to purchase up to 211,538 of its
outstanding common stock, par value $0.0001 per share, at a per
share price of $26.00 (the "tender offer").
The closing price of Mannatech's common stock on The Nasdaq
Global Select Market ("Nasdaq") on May 26, 2021, two trading days
prior to the commencement of the tender offer, was $19.84 per
share. The tender offer is scheduled to expire at 12:00 midnight,
New York City time, at the end of Friday, June 25, 2021, unless the
offer is extended.
The Company believes that the repurchase of its stock pursuant
to the tender offer is consistent with its ongoing goal to maximize
shareholder value. The board of directors evaluated the Company's
operations, financial condition, capital needs, regulatory
requirements, strategy and expectations for the future and believes
that the tender offer is a prudent use of the Company's financial
resources and determined that a tender offer is an appropriate
mechanism to return capital to shareholders that seek liquidity
under current market conditions and allowing shareholders who do
not participate in the tender offer to share in a higher portion of
the Company's future potential.
The tender offer is not contingent upon obtaining any financing;
however, the tender offer is subject to certain terms and other
conditions, which are described in the Offer to Purchase, dated May
28, 2021, and the related Letter of Transmittal and other materials
pertaining to the tender offer that Mannatech has filed with the
Securities and Exchange Commission (the “SEC”).
Georgeson Securities Corporation is the dealer manager for the
tender offer. Georgeson LLC is serving as the information agent for
the tender offer and Computershare Trust Company, N.A. is serving
as depositary for the tender offer.
Important Additional Information
This communication is for informational purposes only, is not
a recommendation to buy or sell the Company’s common stock, and
does not constitute an offer to buy or the solicitation to sell
shares of the Company’s common stock. The tender offer is being
made only pursuant to the tender offer statement on Schedule TO,
including an Offer to Purchase, Letter of Transmittal and related
materials that the Company has filed with the SEC.
SHAREHOLDERS AND HOLDERS OF AWARDS GRANTED UNDER THE
COMPANY’S EQUITY INCENTIVE PLANS ARE URGED TO CAREFULLY READ THE
TENDER OFFER STATEMENT, THE OFFER TO PURCHASE, LETTER OF
TRANSMITTAL AND RELATED MATERIALS FILED WITH THE SEC BECAUSE THEY
CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND
CONDITIONS TO, THE TENDER OFFER, THAT SHAREHOLDERS AND AWARD
HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SHARES.
Shareholders can obtain a free copy of the tender offer
statement on Schedule TO, the Offer to Purchase, Letter of
Transmittal, and other related documents that the Company has filed
or will file with the SEC at the SEC’s website at www.sec.gov.
Additional copies of these materials may be obtained for free by
contacting the Company at ir@mannatech.com or 1410 Lakeside Pkwy,
Ste 200, Flower Mound, TX 75028, Attn: Investor Relations, or
Georgeson LLC, the information agent for the tender offer, at (877)
278-4751.
Other Disclosures
None of the Company, its directors, the dealer manager, the
information agent or the depositary for the tender offer is making
any recommendation to shareholders as to whether to tender their
shares or refrain from tendering their shares into the tender
offer. Shareholders must decide how many shares they will tender,
if any. In doing so, shareholders and holders of awards granted
under the Company's equity plans should carefully read the tender
offer statement, offer to purchase, letter of transmittal and
related materials, because they contain important information
regarding the various terms of, and conditions to, the tender
offer.
About Mannatech Mannatech, Incorporated is committed to
transforming lives through the development of high quality
integrated health, weight management, fitness and skin care
products distributed through its global network of independent
associates and members. The company has been operating for more
than 25 years with operations in 25 markets^. For more information,
visit Mannatech.com.
^ Mannatech operates in China under a cross-border e-commerce
platform that is separate from its network marketing model.
Please Note: This release contains “forward-looking statements.”
These forward-looking statements generally can be identified by use
of phrases or terminology such as “may,” “will,” “should,” "hope,"
“could,” “would,” “expects,” “plans,” “intends,” “anticipates,”
“believes,” “estimates,” “approximates,” “predicts,” “projects,”
“potential,” and “continues” or other similar words or the negative
of such terminology. Similarly, descriptions of Mannatech’s
objectives, strategies, plans, goals or targets contained herein
are also considered forward-looking statements. Mannatech believes
this release should be read in conjunction with all of its filings
with the SEC and cautions its readers that these forward-looking
statements are subject to certain events, risks, uncertainties, and
other factors. Some of these factors include, among others,
Mannatech’s ability to complete the anticipated tender offer in a
timely manner or at all, the price at which shares of Mannatech's
common stock may trade on Nasdaq, which may be higher or lower than
the purchase price in the anticipated tender offer, uncertainty as
to the number of shares purchased in the tender offer, the outbreak
of the novel coronavirus ("COVID-19") pandemic, Mannatech's
inability to attract and retain associates and preferred customers,
increases in competition, litigation, regulatory changes, and its
planned growth into new international markets. Although Mannatech
believes that the expectations, statements, and assumptions
reflected in these forward-looking statements are reasonable, it
cautions readers to always consider all of the risk factors and any
other cautionary statements carefully in evaluating each
forward-looking statement in this release, as well as those set
forth in its latest Annual Report on Form 10-K and Quarterly Report
on Form 10-Q, and other filings filed with the SEC, including its
current reports on Form 8-K. All of the forward-looking statements
contained herein speak only as of the date of this release.
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version on businesswire.com: https://www.businesswire.com/news/home/20210528005413/en/
Mannatech, Incorporated Donna Giordano, 972-471-7849 Manager,
Executive Office Administration ir@mannatech.com
www.mannatech.com
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