Forrester Research Announces Intention To Commence Tender Offer To Repurchase Up To $130 Million Of Its Common Stock
A “modified Dutch auction” self-tender offer allows stockholders to
indicate how many shares and at what price within the company’s
specified range (in increments of
All shares accepted for payment will be purchased at the same purchase
price, regardless of whether a stockholder tendered such shares at a
lower price within the range. Stockholders will receive the purchase
price in cash, without interest, for shares properly tendered (and not
properly withdrawn) at prices equal to or less than the purchase price,
subject to the conditions of the tender offer, including provisions
relating to “odd lot” priority, proration, and conditional tenders in
the event that the aggregate cost to purchase all of the shares tendered
at or below the purchase price exceeds
The company’s directors and executive officers, including George F. Colony, Forrester’s largest stockholder and its chairman and chief executive officer, have advised the company of their intention not to tender any shares in the tender offer.
While the company’s board of directors authorized the tender offer, it has not made and will not be making any recommendation to the company’s stockholders as to whether to tender or refrain from tendering their shares or as to the price or prices at which stockholders may choose to tender their shares. Stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the price or prices at which to tender them. Stockholders are urged to discuss their decision with their tax advisors, financial advisors and/or brokers.
The discussion of the tender offer contained in this press release
is for informational purposes only and is neither an offer to purchase
nor a solicitation of an offer to sell shares. The offer to purchase and
the solicitation of the shares will be made only pursuant to the Offer
to Purchase, the related letter of transmittal, and other related
materials that are expected to be mailed to all stockholders shortly
after commencement of the tender offer, at no expense to stockholders.
Stockholders should read those materials and the documents incorporated
therein by reference carefully when they become available because they
will contain important information, including the various terms and
conditions of the tender offer. The company will file a Tender Offer
Statement on Schedule TO (the “Tender Offer Statement”) with the
About
This press release contains forward-looking statements that involve a
number of risks and uncertainties. These include statements about the
“modified Dutch auction” self-tender offer and related share repurchase,
including the expected timing of the tender offer. These statements are
based on Forrester’s current plans and expectations and involve risks
and uncertainties that could cause actual future activities or results
to be materially different from those set forth in the forward-looking
statements. Important factors that could cause actual future activities
and results to differ include, among others, risks and uncertainties
regarding the amount and timing of potential benefits of the tender
offer; risks and uncertainties regarding the commencement, success, and
completion of the tender offer; Forrester’s ability to retain and enrich
memberships for its research products and services; technology spending;
Forrester’s ability to respond to business and economic conditions and
market trends; the risks and challenges inherent in international
business activities; competition and industry consolidation; the ability
to attract and retain professional staff; Forrester’s dependence on key
personnel; the possibility of network disruptions and security breaches;
and possible variations in Forrester’s quarterly operating results.
© 2013,
Source:
Forrester Research, Inc.
Michael Doyle, +1 617-613-6000
Chief
Financial Officer
mdoyle@forrester.com
or
Jon
Symons, + 1 617-613-6104
Vice President, Corporate Communications
press@forrester.com