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Bogen Announces Self-Tender Offer for up to 2.0 Million of Its Shares at $5 Per Share; Subsequent Deregistration and Delisting Expected.


Business Editors

RAMSEY, N.J.--(BUSINESS WIRE)--Nov. 3, 2003

Bogen Communications International, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: BOGN) ("Bogen") today announced that its Board of Directors has authorized au·thor·ize  
tr.v. au·thor·ized, au·thor·iz·ing, au·thor·iz·es
1. To grant authority or power to.

2. To give permission for; sanction:
 the Company to repurchase up to 2.0 million shares of its common stock in a self-tender offer Self-tender offer

A company that tenders for its own shares.
 at a price of $5.00 per share. The $5.00 offer price represents a premium of approximately 20% percent when compared to the October 31, 2003 closing price of $4.15 per share. The offer is expected to commence on or about November 10, 2003.

Bogen also announced today that upon completion of the tender offer, it intends to terminate the registration of the Company's common stock under the Securities Exchange Act of 1934. Once the termination becomes effective, Bogen and its stockholders will no longer be subject to the provisions of and rules under the Securities Exchange Act of 1934 applicable to registered companies. Among the ramifications ramifications nplAuswirkungen pl  of such termination, Bogen would no longer be required to file periodic reports, such as Forms 10-K and 10-Q, with the SEC, or send annual reports to its stockholders in connection with stockholder meetings. Furthermore, once such termination is effective, Bogen common stock will cease to be eligible for quotation on the Nasdaq National Market or the OTC Bulletin Board OTC Bulletin Board

An electronic quotation listing of the bid and asked prices of OTC stocks that do not meet the requirements to be listed on the NASDAQ stock-listing system.
. It is anticipated that Bogen's common stock will then be quoted only on the "pink sheets."

The Board of Directors determined that Bogen should terminate the registration of its common stock under the Securities Exchange Act of 1934 because it believes that the advantages of registration are outweighed by the costs and administrative burdens to the Company. In making its determination, the Board of Directors considered, among other things, the trading volume Trading volume

The number of shares transacted every day. As there is a seller for every buyer, one can think of the trading volume as half of the number of shares transacted. That is, if A sells 100 shares to B, the volume is 100 shares.
 in the Company's common stock and the costs associated with remaining an SEC reporting company.

Under the tender offer, shareholders will have the opportunity to tender some or all of their shares at $5.00 per share. If holders of more than 2,000,000 shares properly tender their shares, the Company will purchase shares tendered by the holders on a 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.
 basis, except for "odd lots" of less than 100 shares, which may be purchased on a priority basis. The Company has also retained the right to purchase an additional 2% of the shares outstanding in connection with the completion of the tender offer. Shareholders whose shares are purchased in the offer will be paid the purchase price in cash, without interest, after the expiration of the offer period. The offer will be subject to required regulatory filings, and a number of other terms and conditions specified in the offer to purchase that will be distributed to shareholders, including, among other things, the Company's ability to obtaining financing. The Company anticipates financing the proposed tender offer using cash on hand and an $8.5 million credit facility with Key Bank, from which the Company has received a commitment letter with respect thereto. Shares not purchased will be returned to the tendering stockholder.

Neither Bogen nor its Board of Directors makes any recommendation to shareholders as to whether to tender or refrain from tendering their shares in the tender offer. Shareholders must decide how many shares they will tender, if any, for purchase by the Company. This news release is neither an offer to purchase nor a solicitation solicitation

In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual
 of an offer to sell the common stock, which can be made only by an Offer to Purchase and the related Letter of Transmittal Letter of Transmittal

A document used by security holder to accompany certificates surrendered in an exchange or other corporate action.
 to be mailed to all shareholders and filed with the Securities and Exchange Commission.

Shareholders and investors should read carefully the Offer to Purchase and related materials when they are available because they contain important information. Shareholders and investors may obtain a free copy (when available) of the Offer to Purchase and other documents that will be filed by Bogen with the SEC at the SEC's web site at www.sec.gov or from the Information Agent, MacKenzie Partners, Inc. (212-929-5500). Shareholders are urged to carefully read these materials prior to making any decision with respect to the offer.

About Bogen

Bogen Communications International, Inc., based in Ramsey, New Jersey Ramsey is a borough in Bergen County, New Jersey, United States. As of the United States 2000 Census, the borough population was 14,351.

Ramsey was incorporated as a borough by an Act of the New Jersey Legislature on March 10, 1908, from portions of Hohokus Township (now
 and Munich, Germany, develops, manufactures, and markets telecommunications peripherals, sound processing equipment, and Unified Messaging Having access to e-mail, voice mail and faxes via a common computer application or by telephone. For example, unified messaging may send faxes and digitized voice mail to a mail server that turns them into e-mail attachments.  products and services. Bogen's products are sold to commercial, industrial, professional and institutional customers worldwide.

Except for historical information contained herein, the statements made in this release constitute 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.
 that involve certain risks and uncertainties. Many factors could effect Bogen's results or cause Bogen to delay or modify its self-tender offer or the termination of the registration of its common stock, including the following: changes in its stock price, changes in its operating results, general market conditions, new technological developments, competition, potential acquisitions and divestitures, and tax or regulatory requirements Regulatory requirements are part of the process of drug discovery and drug development. Regulatory requirements describe what is necessary for a new drug to be approved for marketing in any particular country. . Certain of these risks, factors and other considerations are detailed from time to time in Bogen's reports on file at the Securities and Exchange Commission, including Bogen's Form 10-K Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 for the fiscal year ended December 31, 2002 and 10-Q for the quarter ended June 30, 2003. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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Publication:Business Wire
Geographic Code:1USA
Date:Nov 3, 2003
Words:865
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