Company Remains Committed To Returning Capital To Stockholders
Through Share Repurchase Program
CAMBRIDGE, Mass.--(BUSINESS WIRE)--May. 2, 2013--
Forrester Research, Inc. (Nasdaq: FORR) today announced the expiration
and preliminary results of its “modified Dutch auction” self-tender
offer to purchase up to $130 million of its common stock.
Forrester’s “modified Dutch auction” self-tender offer expired at 5:00
p.m., New York City time, on May 1, 2013. Based on the preliminary count
by Computershare Trust Company, N.A., the depositary for the tender
offer, 2,110,406 shares of Forrester’s common stock, including 278,820
shares that were tendered through notice of guaranteed delivery, were
properly tendered and not withdrawn at a price at or below the expected
final purchase price of $36.00 per share. Based on these preliminary
results, Forrester expects to purchase 2,110,406 shares of its common
stock at a price of $36.00 per share, for a total purchase price of
approximately $75,974,616, excluding fees and expenses relating to the
tender offer. The shares expected to be purchased in the self-tender
offer represent approximately 9.4% of Forrester’s currently issued and
outstanding common stock. Forrester will fund the purchase of shares in
its self-tender offer using a portion of its cash, cash equivalents, and
marketable investments. Payment for shares of Forrester common stock
accepted for purchase in the self-tender offer will occur promptly after
the final number of shares validly tendered and not withdrawn is
confirmed by the depositary for the self-tender offer.
Forrester remains committed to returning capital to its stockholders
through a share repurchase program. Based on the preliminary results,
Forrester currently estimates that it will remain authorized under its
previously announced share repurchase program to repurchase up to an
additional $73 million of its common stock after its purchase of shares
in the self-tender offer. Forrester intends to explore a variety of
avenues to execute on its share repurchase program, including, without
limitation, open-market purchases, pre-arranged trading plans,
accelerated share repurchase plans, block trades, and derivative
transactions. The timing, amount and pricing of share repurchase
transactions will depend on market conditions, as well as other factors.
Forrester may suspend, modify, or discontinue its share repurchase
program at any time. Any share repurchases by Forrester will begin in
accordance with applicable U.S. Securities Exchange Commission tender
offer rules.
UBS Securities LLC served as dealer manager for the tender offer, and
Georgeson Inc. served as information agent. Stockholders and investors
who have questions or need information about the tender offer may call
Georgeson Inc. toll-free at +1 888.661.5651.
About Forrester Research
Forrester Research, Inc. (Nasdaq: FORR) is an independent research
company that provides pragmatic and forward-thinking advice to global
leaders in business and technology. Forrester works with professionals
in 17 roles at major companies providing proprietary research, customer
insight, consulting, events, and peer-to-peer executive programs. For
more than 29 years, Forrester has been making IT, marketing, and
technology industry leaders successful every day. For more information,
visit www.forrester.com.
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 Forrester's plans for
share repurchases. 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; 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. Forrester undertakes no
obligation to update publicly any forward-looking statements, whether as
a result of new information, future events, or otherwise. For further
information, please refer to Forrester’s reports and filings with the
U.S. Securities and Exchange Commission.
© 2013, Forrester Research, Inc. All rights reserved. Forrester is a
registered trademark of Forrester Research, Inc.
Source: Forrester Research, Inc.
Forrester Research, Inc.
Michael Doyle
Chief Financial Officer
+1
617.613.6000
mdoyle@forrester.com
or
Forrester
Research, Inc.
Jon Symons
Vice President, Corporate
Communications
+ 1 617.613.6104
press@forrester.com
