Professional Diversity Network, Inc. (NASDAQ: IPDN), a developer and operator of online networks, has closed its transaction with Cosmic Forward Limited and announced the results of its self-tender offer.
On November 7, 2016, the company issued 1,777,417 shares of common stock to CFL for USD9.60 per share pursuant to its previously announced stock purchase agreement with CFL. Upon completion of the share issuance, the self-tender offer and the other transactions contemplated by the stock purchase agreement, CFL beneficially owns 51% of PDN´s outstanding shares of common stock, on a fully-diluted basis.
The transaction yielded gross proceeds of USD17.1 million before expenses and repayment of outstanding debt.
The company´s self-tender offer to repurchase up to 312,500 shares of its common stock brought in 1,103,966 shares of stock, representing approximately 51.14% of outstanding shares as of the expiration of the tender offer; therefore the tender offer was oversubscribed.
Because the tender offer was oversubscribed, the Company accepted only a portion of the shares of its common stock that were properly tendered and not properly withdrawn, on a pro rata basis in proportion to the number of shares tendered. The proration factor of 28.31% was applied to all shares of PDN common stock that were properly tendered and not properly withdrawn to determine the number of such shares that have been accepted for purchase from each tendering stockholder.
After applying the proration factor and adjusting for fractional shares in accordance with the terms of the tender offer, the Company has accepted 312,500 shares of its common stock at a purchase price of USD9.60 per share, net to the seller in cash, less any applicable withholding taxes and without interest, for an aggregate purchase price of approximately USD3.0 million.
The Company will promptly pay for the shares accepted for purchase and promptly return all shares tendered but not accepted for purchase.
Professional Diversity Network is an Internet software and services company that develops and operates online professional networking communities dedicated to serving women and other diverse professionals in the United States and employers seeking to hire diverse talent.