Bogen Communications International, Inc. Announces Commencement of Tender Offer.Business Editors Bogen Communications International, Inc. (Nasdaq: BOGN) announced today that it is commencing its previously announced tender offer for 2,500,000 shares of its common stock at a price per share of $4.00. If holders of more than 2,500,000 shares properly tender their shares, Bogen 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. Bogen may, at its election, give preference to shares tendered by "odd lot" holders. Shareholders whose shares are purchased in the offer will be paid the purchase price net in cash, without interest, after the expiration of the offer period. The offer is not contingent upon Adj. 1. contingent upon - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent on, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent any minimum number of shares being tendered or upon obtaining financing. The offer is subject to a number of other terms and conditions specified in the offer to purchase that is being distributed to shareholders. The offer will expire at 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on Tuesday, August 13, 2002, unless extended by Bogen. The information agent is MacKenzie Partners, Inc. None of Bogen, its board of directors, and the information agent is making 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. 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 Bogen common stock. The offer is being made solely by the 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. . Investors are urged to read Bogen's Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the "SEC") in connection with the tender offer, which includes as exhibits the Offer to Purchase and the related Letter of Transmittal, as well as any amendments or supplements to the Statement when they become available, because they contain important information. Each of these documents has been or will be filed with the SEC, and investors may obtain them for free from the SEC at the SEC's website (www.sec.gov) or from MacKenzie Partners, Inc., the information agent for the tender offer, by directing such request to: MacKenzie Partners, Inc., 105 Madison Avenue Madison Avenue, celebrated street of Manhattan, borough of New York City. It runs from Madison Square (23d St.) to the Madison Bridge over the Harlem River (138th St.). In the 1940s and 50s, some of the major U.S. , New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , New York, 10016, telephone (212) 929-5500 or (800) 322-2885. 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 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 that involve certain risks and uncertainties. Many factors could cause Bogen to delay or modify its self-tender offer Self-tender offer A company that tenders for its own shares. , 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. Certain of these risk factors and other considerations are detailed from time to time in Bogen's reports on file with 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, 2001 and Form 10-Q Form 10-Q See 10-Q. for the quarter ended March 31, 2002. Bogen 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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