Tetragon Financial Group Limited Announcement of Final Results of Tender Offer to Purchase Tetragon Non-Voting Shares
08 Dec 2022
Tetragon announces the final results of the “modified Dutch auction” tender offer to purchase a portion of the outstanding non-voting shares of Tetragon for a maximum aggregate payment of $25,000,000 in cash. The tender offer expired at 11:59 p.m. (ET) on 7 December 2022.
J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) acted as dealer manager for the tender offer and Computershare Investor Services PLC acted as tender agent for the tender offer. As dealer manager, J.P. Morgan determined the final purchase price at which Tetragon will purchase shares in the tender offer. As tender agent, Computershare determined the final proration factor.
In accordance with the terms of the tender offer, Tetragon has accepted for purchase 2,439,009 non-voting shares at a purchase price of $10.25 per share. The aggregate cost of this purchase is $24,999,842.25, excluding fees and expenses relating to the tender offer. A total of 3,612,768 Tetragon non-voting shares were properly tendered and not properly withdrawn at or below the purchase price of $10.25 per share. Because more than $25,000,000 in value of Tetragon non-voting shares was properly tendered and not properly withdrawn, the tender offer was subject to proration pursuant to the terms of the tender offer, with appropriate adjustments to avoid purchases of fractional shares. The final proration factor, which is applicable only to shares properly tendered and not properly withdrawn at the purchase price of $10.25 per share, is 17.44%, rounded to the second decimal place.1
Tetragon will promptly make payment for the shares validly tendered and accepted for purchase, which is expected to occur on or about 12 December 2022. All shares tendered and not purchased in the tender offer will be promptly returned to the tendering shareholders.