Disclosure NewswireTMiCrowdNewswire - Oct 20, 2017
ALTA, Wyo. —
Nashuk Partners, L.P. (“Nashuk”) hereby announces its intention to buy up to 375,000 shares of Class A Common Stock with Par Value $0.01 per share Pendrell Corporation (“PCO”) at the price of $3.00 per share. This offer allows holders of PCO to sell their shares without brokerage commissions, market price impact and with minimal paperwork. As this offer begins on October 20, 2017 and will expire on November 17, 2017, interested PCO shareholders should act with robust alacrity.
Shareholders who hold their PCO shares in a brokerage account will need to inform their brokerage firm that they wish to tender their Shares.
Nashuk posits that this offer presents a number of benefits to PCO shareholders:
- Guaranteed Liquidity. PCO plans to delist from the NASDAQ soon on November 30, 2017. Selling PCO shares after the company delists from NASDAQ could prove to be difficult.
- No Transaction Cost. No brokerage fees or commissions will be paid by any PCO shareholder accepting Nashuk’s offer to buy up to 375,000 shares. Nashuk will pay any such fees related to the consummation of this offer.
- Premium to Recent Tender Offer. The offer is at 300% premium to the $1 bid of Mackenzie Capital Management, LP submitted on October 10, 2017. (www.sec.gov/Archives/edgar/data/1102946/000110294617000014/pendrellsctot10092017.htm).
- Timely Payment. Shareholders who tender their PCO shares as part of Nashuk’s offer will receive payment for such shares within (3) three business days after the expiration of the offer.
Nashuk makes the following disclosures related to the above tender offer, however:
- Offer Price. Nashuk’s offer price of $3.00 per share is below PCO’s most recent market price. PCO common stock closed at $6.53 on October 19, 2017.
- Changes in Offer Price. The offer price will not be reduced by any distributions made by PCO or any fees charged by Nashuk or its agents. Should Nashuk choose to change the price it is offering for PCO shares or should Nashuk plan to reduce the net cash due to tendering shareholders for any reason, Nashuk will extend the time period of the offer by no less than ten (10) business days so that PCO shareholders might consider the revised offer.
- Withdrawal Rights. Shareholders who tender their shares to Nashuk will have the right to withdraw such shares by contacting ComputerShare prior to the expiration of the offer on November 17, 2017. ComputerShare can be reached at (800) 942-5909 or online at https://www.computershare.com/us.
- Pro Rata Acceptance. Nashuk will accept PCO shares on a pro rata basis in accordance with the number of shares tendered by each shareholder if more than 375,000 shares are tendered.
- PCO’s Recommendation. Nashuk will be informing the management of PCO of this tender offer. Following such disclosure, PCO will have ten (10) business days from today in which to make a recommendation to PCO shareholders regarding Nashuk’s offer.
- Identity of the Bidder. Nashuk is a Delaware limited partnership in continuous operation since 2007. Nashuk’s general partner and investment adviser is Cannell Capital LLC, an SEC-registered investment adviser with over $350 million in assets under management. Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC.
- Plans or Proposals. Nashuk has no plans at this time for future tender offers for shares of PCO.
- Ability to Finance Offer. Nashuk can fund the 375,000 shares to be purchased under this offer using its own working capital. Nashuk has more than $15 million in working capital as of the date of this letter.
- Ownership. Nashuk is the current beneficial owner of 138,297 shares of PCO or approximately 0.7% of the common stock of PCO. Should Nashuk purchase a further 375,000 shares of PCO as part of this offer, Nashuk would be the beneficial owner of 513,297 shares or approximately 2.6% of the common stock of PCO.
Interested PCO shareholders should contact PCO’s transfer agent ComputerShare to tender their shares. ComputerShare can be reached at (800) 942-5909 or online at https://www.computershare.com/us.
J. Carlo Cannell
Cannell Capital LLC,
Investment Adviser and General Partner to Nashuk
SOURCE Cannell Capital LLC