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News

Avast Announces Final Extension of the Offer for AVG - Subsequent Offering Period to Expire on October 28, 2016

19.10.2016
Company: Gen Digital Inc.

Avast Software B.V. today announced that it has extended the subsequent offering period of its previously announced tender offer to purchase all of the outstanding ordinary shares of AVG Technologies N.V. (NYSE: AVG) for $25.00 in cash. As extended, the subsequent offering period will expire at 11:59 p.m., New York City time, on October 28, 2016, unless earlier terminated. All other terms and conditions of the subsequent offering period of the tender offer remain unchanged. There will be no further extension of the subsequent offering period of the tender offer.

The depositary for the tender offer has advised Avast that as of 11:59 p.m., New York City time, on October 14, 2016, 49,241,015 AVG ordinary shares, representing approximately 96.5% of the outstanding AVG ordinary shares, have been validly tendered pursuant to the tender offer, including shares tendered during the initial offering period.

All shares validly tendered during the subsequent offering period will be immediately accepted for payment, and tendering holders will thereafter promptly be paid the same form and amount of offer consideration as in the initial offering period.  The procedures for tendering shares during the subsequent offering period are the same as those applicable to the initial offering period, except that (i) the guaranteed delivery procedures may not be used during the subsequent offering period and (ii) no withdrawal rights will apply to shares tendered during the subsequent offering period.

Following completion of the subsequent offering period, Avast expects to acquire the ordinary shares of AVG that were not tendered into the tender offer through the compulsory share acquisition process under Section 2:92a/2:201a of the Dutch Civil Code.

Avast is offering AVG shareholders the opportunity to tender their shares in this final extension of the subsequent offering period to avoid any adverse consequences of failing to tender AVG shares pursuant to the tender offer.  As more fully described in the offer to purchase, such adverse consequences may include, among others:

  • reduced liquidity and marketability of any AVG shares that have not been tendered pursuant to the tender offer as a result of the delisting of AVG shares from the New York Stock Exchange, which is expected to occur as soon as practicable following this final extension of the subsequent offering period;
  • reduced consideration for any AVG shares that have not been tendered pursuant to the offer if Avast and AVG pursue a compulsory share acquisition process and the Dutch court determines a price for AVG shares that is less than $25.00; and
  • delayed payment for any AVG shares that have not been tendered pursuant to the tender offer due to the length of time required to complete the compulsory share acquisition process. 

Tags: Finance | Business Development | IT |

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