SOURCE: Rewards Network
EGI Affiliate Will Offer to Acquire Shares of Rewards Network for $13.75 per Share in Cash; Offer at 39% Premium to Company’s Closing Price on Day Prior to EGI’s Initial Offer
CHICAGO, IL–(Marketwire – October 28, 2010) – Rewards Network Inc. (“Rewards Network”) (
The $13.75 per share consideration represents an approximately 39% premium over the closing price of Rewards Network’s common stock on June 8, 2010, the day before Rewards Network issued a press release noting that it had received indications of interest in pursuing a strategic transaction. The offer also represents a 14% dividend adjusted premium to the average closing price of Rewards Network’s common stock during the twelve months ended June 8, 2010.
As noted in the Rewards Network press release issued on June 9, 2010, the Board of Directors constituted a Strategic Coordination Committee (the “Special Committee”) consisting of disinterested members of the Board of Directors, and the Special Committee undertook a process to explore strategic alternatives for Rewards Network. The Special Committee unanimously recommended that Rewards Network’s Board of Directors approve the EGI merger agreement. Subsequently, the Board of Directors approved the merger agreement and resolved to recommend that Rewards Network stockholders tender their shares in the EGI Acquisition offer.
Pursuant to the definitive merger agreement, EGI Acquisition will offer to acquire all shares of Rewards Network common stock not owned by EGI Acquisition through a cash tender offer for $13.75 per share. EGI Acquisition intends to commence the tender offer within seven business days. The tender offer will expire 20 business days after the date it commences unless it is extended. Following the expiration of the tender offer, if EGI Acquisition owns at least 90% of the outstanding shares of Rewards Network common stock, EGI Acquisition intends to complete the acquisition of Rewards Network through the short-form procedure under Delaware law, which does not require a vote or meeting of the stockholders of Rewards Network. In the merger, each outstanding share of Rewards Network common stock not tendered and purchased in the tender offer will be converted into the right to receive the same consideration provided in the tender offer.
EGI Acquisition has delivered to Rewards Network copies of letters for committed financing through J.P. Morgan Securities LLC, who is acting as lead agent, and The PrivateBank and Trust Company, who is acting as co-lead. JPMorgan Chase Bank, N.A. is serving as the administrative agent for the facilities. Skadden, Arps, Slate, Meagher & Flom LLP is legal counsel to EGI.
Harris Williams & Co. is acting as financial advisor and Jones Day is legal counsel to the Special Committee.
This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Rewards Network Inc. common stock. In connection with the tender offer and merger, EGI Acquisition will file with the Securities and Exchange Commission (the “SEC”) a combined Tender Offer Statement and Rule 13E-3 Transaction Statement under cover of Schedule TO, along with an Offer to Purchase, and Rewards Network will file with the SEC a Solicitation/ Recommendation Statement on Schedule 14D-9 and other documents relating to the tender offer. Stockholders of Rewards Network are urged to read these materials carefully when they become available because they contain important information about Rewards Network and the tender offer and merger. Anyone may obtain copies of these documents, when available, for free at the SEC’s website at www.sec.gov.
About Rewards Network
Rewards Network (
Rewards Network Inc.