Vision Offers On Vyyo

Vision Acquisition Corporation successfully completes tender offer for shares of Vyyo Inc. and announces subsequent offering period

October 24, 2008

3 Min Read

LOS GATOS, Calif. -- Vision Acquisition Corporation, a wholly owned subsidiary of Gilo Ventures II, L.P., has accepted for payment all shares validly tendered and not withdrawn pursuant to a tender offer for all outstanding shares of common stock of Vyyo Inc. at a purchase price of $0.17 per share. The initial offering period and withdrawal rights expired at 12:00 Midnight, New York City time, at the end of Thursday, October 23, 2008.

According to the depositary for the offer, a total of 7,884,451 shares of common stock of Vyyo, representing approximately 53.16% of the outstanding shares not held by Vision Acquisition Corporation or its affiliates as of September 15, 2008, have been tendered and not withdrawn as of the close of business on Thursday, October 23, 2008, and all of these shares have been accepted for payment in accordance with the terms of the tender offer. Stockholders who validly tendered prior to the expiration of the initial offering period and whose shares were not properly withdrawn will promptly receive the offer price of $0.17 per share, net to the seller in cash, without interest and less any required withholding taxes.

Vision Acquisition Corporation has commenced a subsequent offering period to acquire all of the remaining un-tendered shares that will expire at 12:00 Midnight, New York City time, at the end of Tuesday, November 4th, 2008, unless extended. During this subsequent offering period, holders of Vyyo common stock who did not previously tender their shares into the offer may do so, and Vision Acquisition Corporation will promptly purchase any shares properly tendered as they are tendered. Vision Acquisition Corporation will pay $0.17 per share during the subsequent offering period, the same amount of consideration paid during the initial offering period. Procedures for tendering shares during the subsequent offer period are the same as during the initial offering period with two exceptions: (1) shares cannot be delivered by the guaranteed delivery procedure and (2) shares tendered during the subsequent offer period may not be withdrawn. Vision Acquisition Corporation reserves the right to extend the subsequent offering period in accordance with applicable law.

After expiration of the subsequent offering period, Vision Acquisition Corporation intends to acquire all remaining outstanding shares of Vyyo common stock by means of a merger under Delaware law. As a result of the purchase of shares in the initial tender offer, Vision Acquisition Corporation has sufficient voting power to approve the merger without the affirmative vote of any other Vyyo stockholder. As a result of the proposed merger, each share of Vyyo’s outstanding common stock would be cancelled and (except for shares held by Vision Acquisition Corporation, its affiliates, Vyyo, and holders who properly exercise their appraisal rights under Delaware law) would be converted into the right to receive the same consideration, without interest, received by holders who tendered in the tender offer. If, after completion of the subsequent offering period, Vision Acquisition Corporation owns at least 90% of the outstanding shares of Vyyo common, the merger will be implemented on an expedited basis pursuant to the short-form merger procedure available under Delaware law.

Vyyo Inc. (Nasdaq: VYYO)

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