Amerant Bancorp Inc. Commences Modified Dutch Auction Tender Offer to Repurchase up to $50.0 Million of its Class B Common Stock
CORAL GABLES, Fla., Nov. 20, 2020 (GLOBE NEWSWIRE) -- Amerant Bancorp Inc. (NASDAQ: AMTB and AMTBB) (the “Company” or “Amerant”) announced today that it has commenced a modified “Dutch auction”
tender offer (the “Tender Offer”) to purchase, for cash, up to $50.0 million of shares of its Class B common stock (the “Class B Common Stock”) at a price per share not greater than $12.55 and not
less than $9.65, less any applicable withholding taxes and without interest. The Company intends to purchase the shares using cash and cash equivalents. On November 19, 2020, the closing price of
the Class B Common Stock was $11.90 per share. The Tender Offer will expire at 11:59 p.m., New York City time, on December 18, 2020, unless extended or terminated.
If the Tender Offer is fully subscribed, the Company will purchase between 3,984,063 shares and 5,181,347 shares, or between 30% and 39%, respectively, of the outstanding Class B Common Stock as of November 12, 2020. Any shares tendered may be withdrawn prior to expiration of the Tender Offer. Shareholders that do not wish to participate in the Tender Offer do not need to take any action. The Company is pursuing the Tender Offer as a means to provide value and increased liquidity to its shareholders. Our directors, executive officers and affiliates are entitled to participate in the Tender Offer on the same terms as other shareholders and may do so in their discretion, subject to the Company’s internal compliance requirements.
A modified “Dutch auction” tender offer gives shareholders the opportunity to indicate how many shares of Class B Common Stock and at what price within the range described above they wish to tender their shares. Based on the number of shares tendered and the prices specified by the tendering shareholders, the Company will determine the lowest price per share that will enable it to acquire up to $50.0 million of shares of its Class B Common Stock. All shares accepted in the Tender Offer will be purchased at the same price regardless of whether a shareholder tendered at a lower price.
To tender shares of Class B Common Stock, shareholders must follow the instructions described in the “Offer to Purchase” and the “Letter of Transmittal” that the Company is filing with the U.S. Securities and Exchange Commission (“SEC”). These documents contain important information about the terms and conditions of the Tender Offer.
The Tender Offer is not contingent on the receipt of financing or any minimum value of shares being tendered. The Tender Offer will, however, be subject to other conditions, which are disclosed in the Offer to Purchase. Amerant believes that a modified “Dutch auction” tender offer is an efficient mechanism that will provide shareholders with the opportunity to tender all or a portion of their shares of Class B Common Stock.