NICE Extends Tender Offer for all Outstanding Shares of Mattersight Corporation
08 Juni 2018 - 1:30PM
Business Wire
NICE (NASDAQ:NICE) today announced that it has, together
with its wholly owned subsidiaries, NICE Systems, Inc. and Nice
Acquisition Sub, Inc., extended the expiration of its tender offer
to acquire all of the outstanding shares of Mattersight
Corporation’s (“Mattersight”) (NASDAQ:MATR) common stock and 7%
Series B Convertible Preferred Stock. The tender offer is being
extended to allow additional time for the satisfaction of the
conditions to the offer. The parties have not yet received the
clearance of the Committee on Foreign Investment in the United
States (CFIUS), which is a condition to the offer. All other
approvals and clearances from regulatory authorities and third
parties that are conditions to the offer have been obtained.
The tender offer is now scheduled to expire one minute after
11:59 p.m., New York time, on Thursday, June 21, 2018, unless it is
further extended or earlier terminated in accordance with the
merger agreement NICE and Mattersight announced on April 26, 2018.
The tender offer was previously scheduled to expire at one minute
after 11:59 p.m., New York time, on Thursday, June 7, 2018. All
other terms and conditions of the tender offer remain
unchanged.
Continental Stock Transfer & Trust Company, the depositary
and paying agent for the tender offer, has advised NICE that as of
5:00 p.m., New York time, on Thursday, June 7, 2018, 29,357,139
shares of common stock and 1,545,604 shares of preferred stock had
been validly tendered in the offer, and not validly withdrawn,
representing approximately 88.4% of the outstanding Mattersight
capital stock on an as-converted to common stock basis. In
addition, notices of guaranteed delivery have been received with
respect to 614,281 shares of common stock and 28,143 shares of
preferred stock for which shares have not yet been delivered to the
depositary. Stockholders who have already tendered their shares do
not have to re-tender their shares or take any other action as a
result of the extension of the expiration of the tender offer.
About NICENICE (Nasdaq:NICE) is the world’s leading
provider of both cloud and on-premises enterprise software
solutions that empower organizations to make smarter decisions
based on advanced analytics of structured and unstructured data.
NICE helps organizations of all sizes deliver better customer
service, ensure compliance, combat fraud and safeguard citizens.
Over 25,000 organizations in more than 150 countries, including
over 85 of the Fortune 100 companies, are using NICE solutions.
www.nice.com.
Additional Information and Notice to InvestorsThis
communication is for informational purposes only and does not
constitute an offer to purchase nor a solicitation of an offer to
sell any securities of Mattersight. NICE Ltd. and its wholly-owned
subsidiaries, NICE Systems, Inc. and NICE Acquisition Sub, Inc.
have filed with the SEC a tender offer statement on Schedule TO and
related exhibits, including an offer to purchase, letter of
transmittal, and other documents related to the tender offer. In
addition, Mattersight has filed with the SEC a tender offer
solicitation/recommendation statement on Schedule 14D-9 with
respect to the tender offer. These documents contain important
information, including the terms and conditions of the tender
offer. Investors and security holders are urged to read each of
these documents and any amendments to these documents carefully
prior to making any decisions with respect to the tender offer.
Investors and security holders may obtain free copies of these
materials and other documents filed with the SEC through the web
site maintained by the SEC at www.sec.gov. Copies of the documents
filed by NICE Ltd., NICE Systems, Inc. and NICE Acquisition Sub,
Inc. with the SEC will also be available free of charge on the
Investor Relations section of our website at www.nice.com and
copies of the documents filed by Mattersight with the SEC are
available free of charge on Mattersight’s website at
www.Mattersight.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20180608005264/en/
NICECorporate Media ContactChristopher Irwin-Dudek,
201-561-4442chris.irwin-dudek@nice.comorInvestorsMarty
Cohen, +1 551 256 5354, ETir@nice.com,orYisca Erez +972 9 775 3798,
CETir@nice.com
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