Kontron America, Inc. completed the acquisition of remaining 82.69% stake in BSQUARE Corporation from Palogic Value and Others.
The closing of the transaction will be subject to customary conditions, including the expiration or termination of certain regulatory periods and the tender of at least two-thirds of Bsquare?s outstanding common stock in the tender offer. The transaction has been approved unanimously by the board of directors of both companies. The transaction is expected to close later in 2023. On November 21, 2023, approximately 12,867,667 Shares had been validly tendered into and not validly withdrawn from the Offer, representing approximately 64.76% of the total outstanding Shares at such time, and an additional 120,742 Shares were tendered pursuant to guaranteed delivery procedures, representing an additional approximately 0.61% of total outstanding Shares at such time. As of November 22, 2023 The Offer has been extended until one minute after 11:59 p.m., Eastern Time, on December 6, 2023.
Jay H. Knight of Barnes & Thornburg LLP serves as Kontron?s legal advisor. Telegraph Hill BD LLC, the broker-dealer subsidiary of Telegraph Hill Advisors, LLC, is acting as financial advisor and fairness opinion to Bsquare. DLA Piper LLP (US) serves as Bsquare?s legal advisor. Kellie L. Bobo of Haynes and Boone, LLP acted as legal advisor for Palogic. Broadridge Corporate Issuer Solutions, LLC acted as Depository for BSQUARE.
Kontron America, Inc. completed the acquisition of remaining 82.69% stake in BSQUARE Corporation (NasdaqCM:BSQR) from Palogic Value and Others on December 7, 2023. The Offer expired on December 6, 2023 and was not extended. Approximately 14,093,157 Shares were validly tendered and not validly withdrawn in the Offer, representing approximately 70.9% of the total outstanding Shares as of the Expiration Time and an additional 386,424 Shares were tendered pursuant to guaranteed delivery procedures, representing an additional approximately 1.9% of total outstanding Shares at the Expiration Time. In connection with the merger, the remaining outstanding Shares will be converted into the right to receive $1.90 per Share, net to the seller in cash, without interest and less any applicable withholding taxes.