Blackbaud, Inc. Announces Self Tender Offer for Up To 2,620,690 Shares of Its Common Stock.CHARLESTON, S.C. -- Blackbaud, Inc. (Nasdaq: BLKB BLKB Backlit Keyboard (Apple computers) ), the leading provider of software and related services designed specifically for nonprofit organizations Nonprofit Organization An association that is given tax-free status. Donations to a non-profit organization are often tax deductible as well. Notes: Examples of non-profit organizations are charities, hospitals and schools. , announced today that its Board of Directors has authorized a self tender offer to purchase up to 2,620,690 common shares, or approximately 6% of its outstanding common shares as of May 31, 2005, through a fixed-price tender offer Fixed-price tender offer A one-time offer to purchase a stated number of shares at a stated fixed price, usually at a premium over the current market price. at a price of $14.50 per share in cash. Blackbaud expects to file offering materials with the Securities and Exchange Commission and to commence its offer on or about June 3, 2005. The offer will subsequently remain open for 20 business days, unless extended by Blackbaud. The closing price for Blackbaud's common stock on the Nasdaq exchange on May 31, 2005, the last day of trading prior to the announcement of the tender offer, was $13.76 per share. Robert J. Sywolski, President and Chief Executive Officer of Blackbaud, said, "The strength of Blackbaud's cash flow generation capabilities has been established over a long period of time. We believe that this tender offer is consistent with our goal of maximizing long-term stockholder value. This tender offer will allow us to return a portion of our excess cash to stockholders who elect to participate and provide stockholders with an opportunity to obtain liquidity with respect to those shares." In connection with the announcement of the tender offer, Blackbaud announced that it would not purchase any more shares pursuant to the $35 million stock repurchase Stock repurchase A firm's repurchase of outstanding shares of its common stock. program approved by its Board of Directors in February 2005. Blackbaud's majority stockholder, Hellman & Friedman Capital Partners III, L.P., as well as its affiliates H&F Orchard Partners III, L.P. and H&F International Partners III, L.P. (collectively "H&F"), have also advised Blackbaud that they intend to tender approximately 24,000,000 shares in the tender offer in order to ensure pro rata [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share. In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them. participation in the tender offer. Additionally, H&F has informed Blackbaud that prior to June 3, 2005 it will effect a distribution of 5,000,000 shares of Blackbaud's common stock held by them to their investors. Some of these investors may tender some or all of the distributed shares in this offer. Based on the expectation that H&F will tender all of its shares and after giving effect to the proposed self tender offer and H&F's stock distribution, H&F will own between 53% and 56% of Blackbaud's stock outstanding, depending on the actual number of shares tendered by Blackbaud's stockholders. The offer is not conditioned on any minimum number of shares being tendered. However, the offer is subject to a number of specific terms and conditions, which are detailed in the Offer to Purchase and related Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. being mailed to stockholders. J.P. Morgan Securities, Inc. is acting as dealer manager for the tender offer. Additional Information and Where to Find It THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SHARES OF BLACKBAUD'S COMMON STOCK. In connection with the self tender offer, Blackbaud expects to file with the SEC an Offer to Purchase and related materials as part of a Schedule TO. These materials will contain important information. Investors and security holders are advised to carefully review these documents and related materials when they become available. Investors and security holders may obtain a free copy of the Offer to Purchase and other documents filed by Blackbaud with the Commission at the Commission's web site, www.sec.gov. Copies of the Offer to Purchase, as well as Blackbaud's related filings made with the Commission, may also be obtained Blackbaud's Investor Relations Investor relations The process by which the corporation communicates with its investors. Department at (866) 900-2552. About Blackbaud, Inc. Blackbaud is the leading global provider of software and related services designed specifically for nonprofit organizations. Approximately 13,000 organizations -- including the American Red Cross American Red Cross: see Red Cross. , Bowdoin College Bowdoin College, at Brunswick, Maine; coeducational; chartered 1794, opened 1802, named for James Bowdoin. One of the nation's older colleges, its alumni include Nathaniel Hawthorne, Henry Wadsworth Longfellow, and Franklin Pierce. , the Chesapeake Bay Foundation The Chesapeake Bay Foundation The Chesapeake Bay Foundation (CBF), the United States' largest regional conservation organization, is dedicated to the restoration and protection of the Chesapeake Bay and its tributary rivers. , the Crohn's & Colitis Foundation of America, the Detroit Zoological Society, Episcopal High School Episcopal High School is a common name for high schools affiliated with the Episcopal Church in the United States of America, including:
Area, 31,055 sq mi (80,432 sq km). Pop. (2000) 4,012,012, a 15. , and has operations in Toronto, Ontario, Glasgow, Scotland, and Sydney, Australia. Blackbaud, the Blackbaud logo, The Raiser's Edge, The Financial Edge, The Education Edge, The Patron Edge, Blackbaud NetCommunity, The Information Edge, WealthPoint and ProspectPoint are trademarks or registered trademarks of Blackbaud, Inc. Forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. Except for historical information, all of the statements, expectations, and assumptions contained in this news release are forward-looking statements that involve a number of risks and uncertainties. Although Blackbaud attempts to be accurate in making these forward-looking statements, it is possible that future circumstances might differ from the assumptions on which such statements are based. In addition, other important factors that could cause results to differ materially include the following: risk associated with successful implementation of multiple integrated software Separate software components or applications that have been combined into one package. See integrated software package. products; lengthy sales and implementation cycles, particularly in larger organizations; uncertainty regarding increased business and renewals from existing customers; co ntinued success in sales growth; adoption of our products and services by nonprofits; risks related to our dividend and stock repurchase program, including potential limitations on our ability to grow and the possibility that we might discontinue payment of dividends; risk associated with product concentration; economic conditions and seasonality; competition; risks associated with management of growth; risks associated with acquisitions; technological changes that make our products and services less competitive; the ability to attract and retain key personnel; and the other risk factors set forth from time to time in the SEC filings for Blackbaud, copies of which are available free of charge upon request from Blackbaud's investor relations department. |
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