AvePoint (Nasdaq: AVPT, AVPTW), the global leader in robust data
management and data governance, today announced the expiration of
its offer to purchase (the “Offer”) all of its outstanding Warrants
(as defined below) at a purchase price of $2.50 per Warrant in
cash, without interest.
AvePoint’s offer to purchase 17,576,241 publicly
traded warrants which were publicly issued and sold as part of the
units in the initial public offering of Apex Technology Acquisition
Corporation (“Apex”) consummated on September 19, 2019, and which
entitle such warrant holders to purchase one share of AvePoint’s
common stock, par value $0.0001 per share, at an exercise price of
$11.50, subject to certain adjustments (the “Warrants”), expired at
12:00 midnight, Eastern Time, at the end of the day on September
24, 2024 (the “Expiration Date”).
AvePoint has been advised that, as of the
Expiration Date, 1,596,314 Warrants had been validly tendered and
not validly withdrawn, representing approximately 9.1% of the
outstanding Warrants. The Company has accepted all validly tendered
Warrants for purchase and expects to settle such purchase promptly.
Pursuant to the terms of the Offer, holders of Warrants that were
validly tendered and not validly withdrawn prior to the Expiration
Date will receive $2.50 for each Warrant tendered. The Company
expects to pay an aggregate of approximately $4.0 million in cash
to purchase the validly tendered Warrants.
AvePoint also solicited consents (the “Consent
Solicitation”) to amend the Warrant Agreement, dated September 16,
2019, by and between Apex and Continental Stock Transfer &
Trust Company (the “Warrant Agreement”), which governs all of the
Warrants, to permit AvePoint to redeem each outstanding Warrant not
tendered in the Offer for $2.00 in cash, without interest, which is
approximately 20% less than the price applicable to the Offer (such
amendment, the “Warrant Amendment”). Pursuant to the terms of the
Warrant Agreement, the adoption of the Warrant Amendment required
the consent of holders of at least 50.1% of the then outstanding
Warrants.
As of the Expiration Date, parties representing
holders of approximately 9.1% of the outstanding Warrants consented
to the Warrant Amendment in the Consent Solicitation. Accordingly,
because holders of less than 50.1% of the outstanding Warrants
agreed to consent to the Warrant Amendment in the Consent
Solicitation, the Warrant Amendment was not approved.
The Offer and Consent Solicitation were made
pursuant to an Offer to Purchase, initially dated August 27, 2024
(the “Offer to Purchase”), and a combined Tender Offer Statement
and Rule 13e-3 Transaction Statement on Schedule TO (the “Schedule
TO”), initially dated August 27, 2024, each as amended and
supplemented from time to time, and each of which have been filed
with the U.S. Securities and Exchange Commission (“SEC”) and more
fully set forth in the terms and conditions of the Offer and
Consent Solicitation. AvePoint will file a final amendment to its
Schedule TO to disclose the final results of the Offer.
The Company’s common stock and Warrants are
listed on The Nasdaq Stock Market LLC under the symbols “AVPT” and
“AVPTW,” respectively.
Evercore Group L.L.C. was the Dealer Manager for
the Offer and Consent Solicitation. Sodali & Co. was the
Information Agent for the Offer and Consent Solicitation, and
Continental was the Warrant Agent for the Offer and Consent
Solicitation.
Disclaimer
This announcement is for informational purposes
only and shall not constitute an offer to purchase or a
solicitation of an offer to sell the Warrants. The Offer and
Consent Solicitation were made only through the Schedule TO and
Offer to Purchase, and the complete terms and conditions of the
Offer and Consent Solicitation are set forth in the Schedule TO and
Offer to Purchase.
About AvePoint:
Securing the Future. AvePoint is a global leader
in data management and data governance, and over 21,000 customers
worldwide rely on our solutions to modernize the digital workplace
across Microsoft, Google, Salesforce and other collaboration
environments. AvePoint's global channel partner program includes
over 3,500 managed service providers, value added resellers and
systems integrators, with our solutions available in more than 100
cloud marketplaces. To learn more, visit www.avepoint.com.
Forward-Looking Statements:
This press release contains certain
forward-looking statements that are subject to risks, uncertainties
and other factors. All statements other than statements of
historical fact are statements that could be deemed forward looking
statements, including statements regarding the timing and amount of
payments to purchase the validly tendered Warrants. These
forward-looking statements generally are identified by the words
“believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“will,” “would,” “will be,” “will continue,” “will likely result,”
and similar expressions. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Many factors could
cause actual future events to differ materially from the
forward-looking statements in this press release, including but not
limited to: changes in the competitive and regulated industries in
which AvePoint operates, variations in operating performance across
competitors, changes in laws and regulations affecting AvePoint’s
business and changes in AvePoint’s ability to implement business
plans, forecasts, and ability to identify and realize additional
opportunities, and the risk of downturns in the market and the
technology industry. You should carefully consider the foregoing
factors and the other risks and uncertainties described in the
“Risk Factors” section of AvePoint’s most recent Annual Report on
Form 10-K and Quarterly Report on Form 10-Q. Copies of these and
other documents filed by AvePoint from time to time are available
on the SEC's website, www.sec.gov. These filings identify and
address other important risks and uncertainties that could cause
actual events and results to differ materially from those contained
in the forward-looking statements. Forward-looking statements speak
only as of the date they are made. Readers are cautioned not to put
undue reliance on forward-looking statements, and AvePoint does not
assume any obligation and does not intend to update or revise these
forward-looking statements after the date of this release, whether
as a result of new information, future events, or otherwise, except
as required by law. AvePoint does not give any assurance that it
will achieve its expectations. Unless the context otherwise
indicates, references in this press release to the terms
“AvePoint”, “the Company”, “we”, “our” and “us” refer to AvePoint,
Inc. and its subsidiaries.
Investor Contact AvePointJamie
Arestiair@avepoint.com(551) 220-5654
Media ContactAvePointNicole Cacipr@avepoint.com
(201) 201-8143
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