Pareteum Corporation (Nasdaq: TEUM), a cloud software platform company, announced today that it has extended the offering period of its previously announced tender offer to purchase all outstanding shares of iPass Inc. (Nasdaq: IPAS), a provider of global mobile connectivity, and location and performance data, due to unexpected government closure causing delays with our registration statement and completing closing conditions required by our definitive agreement. The tender offer is being made pursuant to the Agreement and Plan of Merger, dated as of November 12, 2018, by and among Pareteum Corporation, iPass Inc. and TBR, Inc., a wholly-owned subsidiary of Pareteum. The tender offer is now scheduled to expire at 5:00 pm, New York City time, on January 17, 2019, unless the tender offer is extended or earlier terminated, in either case pursuant to the terms of the Merger Agreement.
Continental Stock Transfer & Trust, the depository for the tender offer, has advised Pareteum and iPass that as of 5:00 p.m., New York City time, on January 3, 2019, 5,070,014 shares representing approximately 60% percent of the outstanding iPass shares have been validly tendered pursuant to the tender offer and not properly withdrawn. iPass shareholders who have already tendered their shares of iPass do not have to re-tender their shares or take any other action as a result of the extension of the expiration date of the tender offer.
Completion of the tender offer remains subject to additional conditions described in the tender offer statement on Schedule TO filed by TBR and Pareteum with the U.S. Securities and Exchange Commission on December 4, 2018. Such conditions include the consent of certain third parties, including iPass's secured lender Fortress Credit Corp., and at least a majority of iPass's outstanding shares being validly tendered and not withdrawn prior to the expiration of the tender offer (including any extensions). The tender offer will continue to be extended until all conditions are satisfied or waived, or until the tender offer is terminated, in either case pursuant to the terms of the Merger Agreement and as described in the Schedule TO, as amended.
Morrow Sodali is acting as information agent for the tender offer. Requests for documents and questions regarding the tender offer may be directed to Morrow Sodali toll free at (800) 662-5200.
About Pareteum:
Pareteum Corporation (Nasdaq: TEUM) is a rapidly growing Global Software Defined Cloud company with a mission to connect "every person and everything." Organizations use Pareteum to energize their growth and profitability through our Global Software Defined Cloud and complete turnkey solutions featuring relevant content, applications, and connectivity worldwide. Our cloud platform services partners (technologies integrated into our cloud) include: HPE, IBM, Ribbon Communications (Sonus+GenBand), NetNumber, Oracle, Microsoft, and other world class technology providers. All of the relevant customer-acquired value is derived from Pareteum's leading Global Software Defined Cloud, delivering award-winning mobile enablement, regardless of the user's location or network. By harnessing the value of communications, Pareteum serves retail, enterprise and IoT customers. Pareteum currently has offices in New York, São Paulo, Madrid, Barcelona, Bahrain, Singapore, Indonesia, Germany, Belgium, United Kingdom and the Netherlands. For more information please visit: www.pareteum.com.
