AOL, Inc. : AOL Announces Expiration of Dutch Auction Tender Offer
08/03/2012| 07:35am US/Eastern
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AOL Announces $550 Million Stock Repurchase Authorization
AOL Reaffirms Commitment to Returning Approximately $1.1 Billion
to Shareholders by Year-End
AOL Inc. (NYSE: AOL) ("AOL" or the "Company") announced today the
expiration as scheduled of its modified "Dutch Auction" tender offer for
the repurchase of up to $400 million in value of shares of its common
stock. AOL also announced today that its Board of Directors has approved
a $550 million stock repurchase program.
AOL's modified Dutch auction tender offer expired at 5:00 P.M., New York
City time, on August 2, 2012. Based on the preliminary count by
Computershare Trust Company, N.A., the depositary for the tender offer,
a total of 292,435 shares of AOL's common stock was properly tendered at
or below the final purchase price of $30.00 per share and not properly
withdrawn. Prior to the tender offer and since August 2011, AOL has
repurchased 14.8 million shares of its common stock at a weighted
average price of $14.11 per share for cumulative repurchases of
approximately $209 million.
In accordance with the terms and conditions of the tender offer, and
based on the preliminary count by the depositary, AOL expects to accept
for purchase 292,435 shares of its common stock at a purchase price of
$30.00 per share, for an aggregate purchase price of approximately $8.8
million, excluding fees and expenses relating to the tender offer. The
292,435 shares expected to be purchased in the tender offer represent
approximately 0.31% of AOL's currently issued and outstanding shares of
common stock.
Following the expiration of the tender offer, AOL's Board of Directors
authorized the repurchase of up to an additional $550 million of its
outstanding shares of common stock from time to time by the end of 2012
and re-authorized the repurchase of the remaining $40.8 million from the
Company's initial $250 million stock repurchase program announced in
August 2011. The timing and amount of any shares repurchased will be
determined by the Company's management based on its evaluation of
prevailing market conditions, the trading price of the common stock and
other factors. The repurchases may be made on the open market, via
pre-arranged trading plans, accelerated share repurchase plans, in block
trades or otherwise and may include derivative transactions. The
repurchase program may be suspended or discontinued at any time. Company
share repurchases under the repurchase program will begin in accordance
with applicable Securities Exchange Commission tender offer rules.
"Our strong operational and financial performance is translating into
long-term value creation for our shareholders," said Tim Armstrong,
Chairman and CEO of AOL. "We continue to focus on executing our strategy
and improving our operations, and remain committed to returning 100% of
the patent transaction proceeds to shareholders by year-end."
"We will continue to be disciplined and prudent stewards of
shareholders' capital and the new repurchase authorization allows us to
maximize our flexibility in that regard," said Artie Minson, COO and
Acting CFO of AOL. "As we have previously communicated, we will approach
the return of the patent transaction proceeds in multiple steps and
potentially through several methods, and we will do so in a manner which
we believe will drive value for shareholders while preserving the value
of AOL's substantial tax assets. We are confident that given the
different alternatives of returning the patent transaction proceeds to
shareholders that we can return 100% of the proceeds by year-end 2012
without affecting our valuable tax attributes."
Allen & Company LLC is the dealer manager for the tender offer. The
information agent for the tender offer is Georgeson Inc. and the
depositary is Computershare Trust Company, N.A. Shareholders who have
questions may call the information agent toll-free at (866) 278-8941.
Banks and brokers may call (212) 440-9800.
About AOL Inc.
AOL Inc. (NYSE: AOL) is a brand company, committed to continuously
innovating, growing, and investing in brands and experiences that
inform, entertain, and connect the world. The home of a world-class
collection of premium brands, AOL creates original content that engages
audiences on a local and global scale. AOL helps marketers connect with
these audiences through effective and engaging digital advertising
solutions.
From time to time, AOL posts information about the Company on its
investor relations website (http://ir.aol.com)
and its official corporate blog (http://blog.aol.com).
Tender Offer Statement
This press release is for informational purposes only and is neither an
offer to buy nor the solicitation of an offer to sell, any shares of
AOL's common stock.
Forward-Looking Statements
This release may contain "forward-looking statements" within the meaning
of the federal securities laws, including statements concerning
anticipated future events and expectations that are not historical
facts. Words such as "anticipates," "estimates," "expects," "projects,"
"forecasts," "intends," "plans," "will," "believes" and words and terms
of similar substance used in connection with any discussion of future
operating or financial performance identify forward-looking statements.
These forward-looking statements are based on management's current
expectations and beliefs about future events. As with any projection or
forecast, they are inherently susceptible to uncertainty and changes in
circumstances. Except as required by law, we are under no obligation to,
and expressly disclaim any obligation to, update or alter any
forward-looking statements whether as a result of such changes, new
information, subsequent events or otherwise. Various factors could
adversely affect our operations, business or financial results in the
future and cause our actual results to differ materially from those
contained in the forward-looking statements, including those factors
discussed in detail in the "Risk Factors" section contained in our
Annual Report on Form 10-K for the year ended December 31, 2011 (the
"Annual Report"), filed with the SEC. In addition, we operate a web
services company in a highly competitive, rapidly changing and consumer-
and technology-driven industry. This industry is affected by government
regulation, economic, strategic, political and social conditions,
consumer response to new and existing products and services,
technological developments and, particularly in view of new
technologies, the continued ability to protect intellectual property
rights. Our actual results could differ materially from management's
expectations because of changes in such factors. Achieving our business
and financial objectives, including growth in operations and maintenance
of a strong balance sheet and liquidity position, could be adversely
affected by the factors discussed or referenced under the "Risk Factors"
section contained in the Annual Report as well as, among other things:
1) our ability to return 100% of the patent transaction proceeds to
shareholders; 2) the manner in which such proceeds are returned to
shareholders; 3) the number of shares purchased following completion of
the tender offer, including the specific terms, timing and costs of such
repurchases; 4) fluctuations in the market price of our shares; 5)
changes in our plans, strategies and intentions; 6) continual decline in
market valuations associated with our cash flows and revenues; 7) the
impact of significant acquisitions, dispositions and other similar
transactions; 8) our ability to attract and retain key employees; 9) any
negative unintended consequences of cost reductions, restructuring
actions or similar efforts, including with respect to any associated
savings, charges or other amounts; 10) market adoption of new products
and services; 11) the failure to meet earnings expectations; 12) asset
impairments; 13) decreased liquidity in the capital markets; 14) our
ability to access the capital markets for debt securities or bank
financings; and 15) the impact of "cyber-warfare" or terrorist acts and
hostilities or of security breaches or privacy concerns.
AOL Inc.
Media:
Caroline Campbell, 917-606-4772
c.campbell@teamaol.com
or
Investor
Relations:
Eoin Ryan, 212-206-5025
Eoin.Ryan@teamaol.com
© Business Wire 2012
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