| UNITED
STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
| AMENDMENT
NO. 4 TO SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| OneSpan
Inc. (Name of Subject Company (Issuer) and Filing Person (Offeror)) |
| Common Stock, par value $0.001 per share (Title of Class of Securities) 68287N100 (CUSIP Number of Class of Securities) |
| OneSpan Inc. Attention: Lara Mataac General Counsel, Chief Compliance Officer and Corporate Secretary 1 Marina Park Drive, Unit 1410 Boston, Massachusetts 02210 (312) 766-4001 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person) |
| Copy to: Albert Lung, Esq. Morgan, Lewis & Bockius LLP 1400 Page Mill Road Palo Alto, CA 94304-1124 (650) 843-7263 |
| ☐ | Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule 14d-1. | |
| ☒ | issuer tender offer subject to Rule 13e-4. | |
| ☐ | going-private transaction subject to Rule 13e-3. | |
| ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
AMENDMENT NO. 4 TO SCHEDULE TO
This Amendment No. 4 (“Amendment No. 4”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “Commission”) by OneSpan, Inc., a Delaware corporation (the “Company”) on November 13, 2023 (the “Original Schedule TO”), as amended and supplemented by Amendment No. 1 to the Tender Offer Statement on Schedule TO, filed with the Commission on December 1, 2023 (“Amendment No. 1”), Amendment No. 2 to the Tender Offer Statement on Schedule TO, filed with the Commission on December 5, 2023 (“Amendment No. 2”) and Amendment No. 3 to the Tender Offer Statement on Schedule TO, filed with the Commission on December 12, 2023 (“Amendment No. 3” and, together with the Original Schedule TO, Amendment No. 1 and Amendment No. 2, the “Schedule TO”) in connection with the offer (the “Offer”) by the Company to purchase for cash up to $20 million in value of shares of its Common Stock, par value $0.001 per share.
The Offer, which expired at 12:00 midnight, New York City time, at the end of the day on December 11, 2023, was made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 13, 2023, and previously filed as Exhibit (a)(1)(A) to the Original Schedule TO (the “Original Offer to Purchase”), as amended and supplemented by Amendment No. 1 and the Amended Offer to Purchase, dated December 1, 2023 and previously filed as Exhibit (a)(1)(F) to Amendment No. 1 (the “Amended Offer to Purchase”) and Amendment No. 2 and the Further Amended Offer to Purchase, dated December 5, 2023 and previously filed as Exhibit (a)(1)(I) to Amendment No. 2 (the “Further Amended Offer to Purchase” and, together with the Original Offer to Purchase and the Amended Offer to Purchase, the “Offer to Purchase”), and in the related Letter of Transmittal, dated November 13, 2023, a copy of which is filed as Exhibit (a)(1)(B) to the Original Schedule TO (the “Letter of Transmittal” and, together with the Offer to Purchase, the “Offer Documents”).
The purpose of this Amendment No. 4 is to file as an exhibit to the Schedule TO a press release issued by the Company on December 14, 2023 announcing the final results of the Offer.
This Amendment No. 4 is being filed in accordance with Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Except as specifically provided herein, the information contained in the Schedule TO, the Offer Documents and the other documents that constitute part of the Offer remain unchanged. Only those items amended or supplemented are reported in this Amendment No. 4. This Amendment No. 4 should be read in conjunction with the Schedule TO, the Offer Documents and the other documents that constitute part of the Offer, as amended or supplemented. Every item in the Schedule TO is automatically updated, to the extent such item incorporates by reference any section of the Offer to Purchase that is amended or supplemented therein. All capitalized terms used but not otherwise defined in this Amendment No. 4 have the meanings ascribed to such terms in the Offer to Purchase.
| Item 11. | Additional Information. |
Item 11 of the Schedule TO is hereby amended and supplemented by adding the following:
“On December 14, 2023, the Company issued a press release announcing the final results of the Offer, which expired at 12:00 midnight, New York City time, at the end of the day on December 11, 2023. A copy of such press release is filed as Exhibit (a)(5)(viii) to the Schedule TO and is incorporated herein by reference.”
| Item 12. | Exhibits. |
Item 12 of the Schedule TO is hereby amended and restated in its entirety as set forth below:
“Item 12. Exhibits.
| Exhibit No | Description |
| (a)(1)(A)* | Offer to Purchase, dated November 13, 2023. |
| (a)(1)(B)* | Letter of Transmittal. |
| (a)(1)(C)* | Notice of Guaranteed Delivery. |
| (a)(1)(D)* | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees, dated November 13, 2023. |
* Previously filed on November 13, 2023 as an exhibit to the Original Schedule TO.
** Previously filed on December 1, 2023 as an exhibit to Amendment No. 1.
*** Previously filed on December 5, 2023 as an exhibit to Amendment No. 2.
+ Previously filed on December 12, 2023 as an exhibit to Amendment No. 3.
++ Filed herewith.”
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| OneSpan Inc. | ||||
| By: | /s/ Lara Mataac | |||
| Lara Mataac | ||||
| General Counsel, Chief Compliance Officer and Corporate Secretary | ||||
| Date: | December 14, 2023 |
Exhibit (a)(5)(viii)
OneSpan Inc. Announces Final Results of Tender Offer
BOSTON — December 14, 2023 — OneSpan Inc. (Nasdaq: OSPN) (“OneSpan” or the “Company”) today announced the final results of its modified “Dutch auction” tender offer, which expired at 12:00 midnight, at the end of the day, New York City time, on December 11, 2023.
Based on the final count by Broadridge Corporate Issuer Solutions, LLC, the depositary for the tender offer, in accordance with the terms and conditions of the tender offer, the Company has accepted for payment a total of 2,380,952 shares of the Company’s common stock, at a final purchase price of $10.50 per share, for an aggregate cost of approximately $25.0 million, excluding fees and expenses relating to the tender offer. These shares represent approximately 6% of the Company’s outstanding common stock as of November 9, 2023. The Company has been informed by the depositary that, after giving effect to “Odd-Lot” priority, the final proration factor for the tender offer is approximately 74%. The depositary will promptly pay for all shares accepted for payment.
B. Riley Securities, Inc. acted as the dealer manager for the tender offer and Broadridge Corporate Issuer Solutions, LLC served as the information agent.
About OneSpan
OneSpan helps organizations accelerate digital transformations by enabling secure, compliant, and refreshingly easy customer agreements and transaction experiences. Organizations requiring high assurance security, including the integrity of end-users and the fidelity of transaction records behind every agreement, choose OneSpan to simplify and secure business processes with their partners and customers. Trusted by global blue-chip enterprises, including more than 60% of the world’s largest 100 banks, OneSpan processes millions of digital agreements and billions of transactions in 100+ countries annually.
For more information, go to www.onespan.com. You can also follow @OneSpan on Twitter or visit us on LinkedIn and Facebook.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “could,” “may,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “pro forma,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). Investors are cautioned that such statements are predictions and that actual events or results may differ materially. Factors that could materially affect our business and financial results include, but are not limited to, the factors described in the forward-looking statement disclosure and “Risk Factors” section of our most recent Annual Report on Form 10-K, as updated by the “Risk Factors” section of our Quarterly Report on Form 10-Q for the quarter ended September 30, 2023. We do not have any intent, and disclaim any obligation, to update the forward-looking information to reflect events that occur, circumstances that exist or changes in our expectations after the date of this press release, except as required by law.
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Investor Contact:
Joe Maxa
Vice President of Investor Relations
+1-312-766-4009
joe.maxa@onespan.com