Rand WorldWide (RWWI) – Odd Lot Tender Offer – no upside currently

Current Price – $1.24

Offer Price - $1.20

Upside - no upside currently

Expiration date - 3 Nov 2014

Odd Lot holders (less than 100 shares) are not subject to proration

SEC Filling

Summary:

Rand Worldwide, Inc. (OTCBB: RWWI), a global provider of technology solutions to organizations with engineering design and information technology requirements, announced today that it intends to conduct aself-tender offer to repurchase up to 27,530,816 shares of its common stock at a purchase price of $1.20 per share. The number of shares sought in the tender offer represents approximately 50.5% of the Company’s shares currently outstanding.

No proration for Odd Lot holders:

If individual stockholders holding fewer than 100 shares tender all of their shares, the Company will accept those shares first, without proration.

Source of Funds:

The Company expects to enter into a new credit facility in connection with the tender offer, which is expected to include a revolving credit facility of $10 million and a term loan of $25 million, with approximately $25 million expected to be used to repurchase shares together with cash on hand of approximately $9.5 million. The Company has received a commitment letter from the lending bank relating to the new credit facility, and the Company is currently negotiating the terms of the credit facility which is expected to be in place by the closing of the tender offer.