NETGEAR, Inc. (NASDAQ: NTGR) announced today that its Board of
Directors has approved a special stock dividend (the
“distribution”) to NETGEAR stockholders of the 62,500,000 shares of
common stock of Arlo Technologies, Inc. (NYSE: ARLO) owned by
NETGEAR, representing approximately 84.2% of the outstanding shares
of Arlo common stock.
Subject to certain customary conditions, the
distribution by NETGEAR of the special stock dividend will be made
on December 31, 2018 (the “distribution date”) to all NETGEAR
stockholders of record on the record date of December 17, 2018. The
distribution will take place in the form of a pro rata common stock
dividend to each NETGEAR stockholder of record on the record date.
As of November 28, 2018, NETGEAR had approximately 31,530,784
shares of its common stock, par value $0.001 per share,
outstanding. Based on such number, NETGEAR estimates that NETGEAR
stockholders will receive approximately 1.98 shares of Arlo common
stock for every share of NETGEAR common stock held as of the close
of business on the record date. The final distribution ratio will
be determined based on the number of shares of NETGEAR common stock
outstanding on the record date.
No fractional shares of Arlo common stock will
be distributed. Instead, NETGEAR stockholders will receive cash in
lieu of any fraction of a share of Arlo common stock that they
otherwise would have received. The distribution is generally
intended to qualify as tax free to NETGEAR stockholders for U.S.
federal income tax purposes.
Deutsche Bank Securities is acting as financial
advisor to NETGEAR in connection with the distribution. Wachtell,
Lipton, Rosen & Katz is acting as legal advisor to NETGEAR in
connection with the distribution.
Information Regarding the Spin-off
Transaction
No vote or action is required by NETGEAR’s
stockholders in order to receive the distribution of shares of Arlo
common stock. The distribution is subject to certain customary
conditions, which conditions NETGEAR expects to be satisfied on or
prior to the distribution date.
Subject to the satisfaction or waiver by NETGEAR
of such conditions, NETGEAR stockholders of record on the record
date will receive account statements reflecting their ownership
interest in shares of Arlo common stock. The Arlo common stock
issued in the distribution will be in book-entry form. NETGEAR
stockholders who hold their shares through brokers or other
nominees will have their shares of Arlo common stock credited to
their accounts by their nominees or brokers. NETGEAR stockholders
will not be required to pay cash or other consideration for the
shares of Arlo common stock to be distributed to them, or surrender
or exchange their shares of NETGEAR common stock to receive the
distribution.
NETGEAR plans to send an information statement
regarding this transaction to its stockholders of record on the
record date on or about December 17, 2018. The information
statement will include details on the distribution and also will be
posted under the Investor Relations tab on NETGEAR’s website at
investor.netgear.com and on Arlo’s website at
investor.arlo.com.
Trading in Shares of NETGEAR and Arlo
Common Stock Between Record Date and Distribution Date
Beginning on December 14, 2018, the date which
is the business day prior to the record date, and continuing
through the close of trading on the distribution date, the
following markets will exist in shares of NETGEAR and Arlo common
stock:
- NETGEAR common stock
“regular way” market (NASDAQ: NTGR): Shares of NETGEAR
common stock that trade in the “regular way” market will trade with
“due bills,” which are entitlements to shares of Arlo common stock
to be distributed in the distribution. Any holders of shares of
NETGEAR common stock who sell NETGEAR shares outstanding as of the
record date the “regular way” on or prior to the distribution date
will also be selling their right to receive the shares of Arlo
common stock that were to be distributed to them in respect of
those shares of NETGEAR common stock.
- NETGEAR common stock
“ex-distribution/when-issued” market (NASDAQ: NTGRV):
Shares of NETGEAR common stock that trade in the
“ex-distribution/when-issued” market will trade without an
entitlement to shares of Arlo common stock to be distributed in the
distribution. If you own shares of NETGEAR common stock on the
record date and sell those shares of NETGEAR common stock in the
“ex-distribution/when-issued” market prior to or on the
distribution date, you will still receive the shares of Arlo common
stock that were to be distributed to you in respect of those shares
of NETGEAR common stock.
- Arlo common stock “regular
way” market (NYSE: ARLO): The “regular way” market is the
same market for Arlo common stock that has been in existence since
Arlo completed its initial public offering of its common stock in
August 2018.
- Arlo common stock
“when-issued” market (NYSE: ARLO WI): The “when-issued”
market for Arlo common stock relates to the shares of Arlo common
stock that will be distributed to NETGEAR stockholders in the
distribution. Therefore, if you are entitled to receive shares of
Arlo common stock in the distribution, you may trade your
entitlement to such shares of Arlo common stock, without the
corresponding shares of NETGEAR common stock you own, in the Arlo
common stock “when-issued” market.
All trades in the “regular way” markets will
settle on the second trading day after the trade date. The “due
bills” will settle on the second trading day after the distribution
date. All trades in the “ex-distribution/when-issued” market and
“when-issued” markets will settle on the third trading day after
the distribution date, irrespective of the trade date.
Arlo common stock currently trades on the NYSE
under the symbol “ARLO.”
You are encouraged to consult with your
financial advisor regarding the specific implications of trading
NETGEAR common stock and Arlo common stock prior to or on the
distribution date.
About NETGEAR, Inc.
NETGEAR (NASDAQ: NTGR) is a global networking
company that delivers innovative products to consumers, businesses
and service providers. NETGEAR’s products are built on a variety of
proven technologies such as wireless (WiFi and LTE), Ethernet and
powerline, with a focus on reliability and ease-of-use. The product
line consists of wired and wireless devices that enable networking,
broadband access and network connectivity. These products are
available in multiple configurations to address the needs of the
end-users in each geographic region in which NETGEAR’s products are
sold. NETGEAR products are sold in approximately 26,000 retail
locations around the globe, and through approximately 23,000
value-added resellers, as well as multiple major cable, mobile and
wireline service providers around the world. NETGEAR’s headquarters
are in San Jose, Calif., with additional offices in approximately
25 countries.
About Arlo Technologies,
Inc.
Arlo (NYSE: ARLO) is the award-winning, industry
leader that is transforming the way people experience the connected
lifestyle. Arlo’s deep expertise in product design, wireless
connectivity, cloud infrastructure and cutting-edge AI capabilities
focuses on delivering a seamless, smart home experience for Arlo
users that is easy to setup and interact with every day. Arlo’s
cloud-based platform provides users with visibility, insight and a
powerful means to help protect and connect in real-time with the
people and things that matter most, from any location with a Wi-Fi
or a cellular connection. To date, Arlo has launched several
categories of award-winning smart connected devices, including
wire-free smart Wi-Fi and LTE-enabled cameras, advanced baby
monitors and smart security lights.
Cautionary Statement Regarding
Forward-Looking Statements
This press release contains forward-looking
statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. The words “anticipate,” “expect,”
“believe,” “will,” “may,” “should,” “estimate,” “project,”
“outlook,” “forecast” or other similar words are used to identify
such forward-looking statements. However, the absence of these
words does not mean that the statements are not forward-looking.
The forward-looking statements represent NETGEAR, Inc.’s
expectations or beliefs concerning future events based on
information available at the time such statements were made. These
statements are based on management’s current expectations and are
subject to certain risks and uncertainties, including, among
others, market conditions and unforeseen regulatory issues.
Further, certain forward-looking statements are based on
assumptions as to future events that may not prove to be accurate.
Therefore, actual outcomes and results may differ materially from
what is expressed or forecast in such forward-looking statements.
Further information on potential risk factors that could affect
NETGEAR and its business are detailed in NETGEAR’s filings with the
Securities and Exchange Commission. Given these circumstances, you
should not place undue reliance on these forward-looking
statements. NETGEAR undertakes no obligation to release publicly
any revisions to any forward-looking statements contained herein to
reflect events or circumstances after the date hereof or to reflect
the occurrence of unanticipated events, except as required by
law.
Source: NETGEAR-F
Investors:
NETGEAR Investor Relations
Christopher Genualdi
investors@netgear.com
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