OneSpan Inc. Commences a Modified “Dutch Auction” Tender Offer to Repurchase approximately $20 Million of its Common Stock

OneSpan Inc. (Nasdaq: OSPN), (“OneSpan” or the “Company”) announced today that it has commenced a modified “Dutch auction” tender offer (the “Tender Offer”) to purchase for cash approximately $20 million of its common stock (the “Common Stock”) at a price per share not less than $9.50 and not greater than $11.00, less any applicable withholding taxes and without interest, using available cash on hand. On November 10, 2023, the closing price of the Common Stock was $9.52 per share. The Tender Offer will expire at 12:00 midnight, at the end of the day, New York City time, on December 11, 2023, unless extended or earlier terminated.

OneSpan’s Board of Directors (the “Board”) approved a share repurchase program of up to $50 million (the “2022 Stock Repurchase Program”) in May 2022. As of November 9, 2023, the remaining capacity under the 2022 Stock Repurchase Program was approximately $40.8 million. The repurchase of Common Stock in the Tender Offer is being made pursuant to the 2022 Stock Repurchase Program.

If the Tender Offer is fully subscribed, the Company will purchase between approximately 1.8 million shares and 2.1 million shares, or between 4.6% and 5.3%, respectively, of the Company’s currently outstanding Common Stock. If shares having an aggregate purchase price of more than $20 million are properly tendered in the Tender Offer and not properly withdrawn, the Company reserves the right to accept for purchase pursuant to the Tender Offer up to an additional 2% of its outstanding Common Stock without extending the expiration date of the Tender Offer. Any shares tendered may be withdrawn prior to expiration of the Tender Offer. Stockholders that do not wish to participate in the Tender Offer do not need to take any action. None of our directors or executive officers will tender any of their shares in the Tender Offer.

A modified “Dutch auction” tender offer allows stockholders to indicate how many shares of 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 stockholders, the Company will determine the lowest per-share price that will enable it to acquire approximately $20 million of Common Stock. All shares accepted in the Tender Offer will be purchased at the same price even if tendered at a lower price.