Information Services Group (III) – Odd Lot Tender Offer – minimal upside currently

Current Price – $3,7

Offer Price – $3,3- $4,0

Upside – potentially 10% or $30 (if the upper pricing limit is used)

Expiration date –  7 April 2016

No proration for odd lot holders

SEC Filling

 

Summary:

 Information Services Group, Inc., a Delaware corporation ("ISG," the "Company," "we," "us," or "our"), hereby offers to purchase for cash up to $12.0 million of shares of its issued and outstanding common stock, par value $0.001 per share (the "shares"), at a price not less than $3.30 and not more than $4.00 per share (the price as determined as provided herein, the "Purchase Price"), less any applicable withholding taxes and without interest, upon the terms and subject to the conditions set forth in this Offer to Purchase and the related Letter of Transmittal (collectively, as they may be amended or supplemented from time to time, the "tender offer"). The tender offer will expire at 5:00 p.m., New York City time, on April 7, 2016 (such date and time, as the same may be extended, the "Expiration Date"), unless extended.

Assuming that the conditions to the tender offer are satisfied or waived and the tender offer is fully subscribed, if the Purchase Price is $3.30 we would purchase 3,636,363 shares and if the Purchase Price is $4.00 we would purchase 3,000,000 shares, representing approximately 10% and 8%, respectively, of our outstanding shares as of March 8, 2016.

 

No proration for odd lot holders

If you own, beneficially or of record, fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the Purchase Price prior to the Expiration Date (and do not properly withdraw such shares) and you complete the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the tender offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration

 

Source and amount of funds

Assuming that the tender offer is fully subscribed, we expect that the value of shares purchased in the tender offer will be $12.0 million. We expect that the maximum aggregate cost of these purchases, including all fees and expenses of the tender offer, will be approximately $12.4 million. We intend to pay for the shares and such fees and expenses with a combination of cash on hand and borrowings under our Credit Agreement.