IR News|News
Benesse Successfully Completes Tender Offer for Berlitz International, Inc.
Release Date : 2001/06/01
Benesse Corporation and Benesse Holdings International, Inc. announced today the successful completion of their tender offer for all the outstanding shares of common stock of Berlitz International, Inc. (NYSE: BTZ). The offer, priced at $16.50 per share, in cash, expired at 5:00 p.m., New York City time, on Thursday, May 31, 2001. All shares validly tendered and not withdrawn prior to the expiration of the offer have been accepted for payment in accordance with the terms of the offer.
At last count, 2,125,507 shares of Berlitz common stock had been tendered into the offer (including through notices of guaranteed delivery) and not withdrawn prior to its expiration, which together with shares owned by Benesse Holdings, represent approximately 97.8% of the outstanding shares of Berlitz.
Benesse Holdings intends to acquire the remaining outstanding Berlitz shares by a share exchange under New York law (subject to dissenting shareholders' rights of appraisal). Because Benesse Holdings owns more than 90% of the outstanding shares of Berlitz, no vote of the shareholders of Berlitz is required to effect the share exchange. Shareholders whose shares are acquired in the share exchange will receive the same cash amount per share ($16.50) as the price offered by Benesse Holdings in the tender offer. Immediately following the effective date of the share exchange, Benesse Holdings will own 100% of the then outstanding shares of Berlitz. Benesee Holdings expects the share exchange to become effective in approximately 35 days.