Safeguard Announces Preliminary Results Of Modified Dutch Auction Tender Offer

Safeguard Scientifics, Inc. announced the preliminary results of its previously announced modified “Dutch auction” self-tender offer to purchase for cash up to $35 million in value of shares of its common stock at a price within (and including) the range of $7.90 to $9.00 per share. The tender offer expired at 5:00 p.m. Eastern Time on Friday, October 1, 2021.

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Based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer, a total of 5,035,906 shares of common stock were properly tendered and not properly withdrawn at or below the purchase price of $9.00 per share, including 709,375 shares that were tendered by notice of guaranteed delivery.

Because the tender offer was oversubscribed, and pursuant to the terms of the tender offer, the Company has elected to purchase 415,938 additional shares (2% of its outstanding shares of common stock). The relative number of shares of common stock that will be purchased from each shareholder will be prorated based on the number of shares of common stock properly tendered, except for tenders of odd lots, which will be accepted in full.

As a result, in accordance with the t******************* of the tender offer, and based on the preliminary count by the depositary, Safeguard expects to acquire 4,304,826 shares of its common stock at a price of $9.00 per share for an aggregate purchase price of approximately $38.7 million, excluding fees and expenses related to the tender offer. The shares of common stock expected to be purchased represent approximately 20.7% of the Company’s shares of common stock issued and outstanding as of October 1, 2021, which would result in the Company having 16,491,595 shares issued and outstanding immediately following such repurchase. The Company will pay for the repurchases of shares of its common stock with available cash.

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The number of shares of common stock to be purchased is preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all shares of common stock tendered through notice of guaranteed delivery will be delivered within the two business day settlement period. The final number of shares to be purchased will be announced following the expiration of the guaranteed delivery period and completion by the depositary of the confirmation process. Payment for the shares accepted for purchase pursuant to the tender offer will occur promptly thereafter.

This press release is for informational purposes only and is not an offer to buy or a solicitation of an offer to sell any shares of Safeguard’s common stock. The offer was made solely by the Offer to Purchase and the related Letter of Transmittal, as they may be amended or supplemented, that Safeguard filed with the Securities and Exchange Commission, and investors may obtain them for free from the Securities and Exchange Commission at its website (www.sec.gov) or from Georgeson LLC, the information agent for the tender offer, by telephone toll-free at (800) 676-0098 or in writing to 1290 Avenue of the Americas, 9th Floor, New York, NY 10104. Any questions about the tender offer should be directed to the information agent, Georgeson LLC at (800) 676-0098

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