AudioCodes Announces Final Results of its Self-Tender Offer to Purchase up to 3,000,000 of its Ordinary Shares

AudioCodes Announces Final Results of its Self-Tender Offer to Purchase up to 3,000,000 of its Ordinary Shares

Jul 20, 2016

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Lod, Israel – July 20, 2016

AudioCodes (NASDAQ: AUDC), a leading provider of voice networking solutions that enable enterprises and service providers to transition to all-IP voice networks, today announced the final results of its self-tender offer to purchase up to 3,000,000 of its ordinary shares, nominal (par) value NIS 0.01 per share, which expired at 10:00 a.m., New York time, or 5:00 p.m. Israel time, on Wednesday, July 20, 2016.

In accordance with the terms and conditions of the offer, AudioCodes has accepted for purchase a total of 3,000,000 of its ordinary shares, at a cash purchase price of $4.35, net to the seller in cash, less any applicable withholding taxes, without interest. Payment for the shares accepted for purchase under the offer will be made promptly, at a total cost to the company of $13,050,000, excluding fees and expenses related to the offer.

Based on the final count by the Israeli and U.S. Depositaries for the offer, an aggregate of 5,254,186 shares were properly tendered and not properly withdrawn.

Because more than 3,000,000 shares were properly tendered, the offer was oversubscribed by 2,254,186 shares. Therefore, pursuant to the terms of the offer, shares have been accepted for purchase on a pro rata basis. The final proration factor for the offer is approximately 57.1%. AudioCodes will promptly return to tendering shareholders any shares tendered and not accepted for purchase due to the oversubscription of the offer.

Subject to applicable securities laws, AudioCodes may purchase additional shares in the future in the open market subject to market conditions and in private transactions, tender offers or otherwise. Whether the company makes additional repurchases in the future will depend on many factors, including the number of shares purchased in this self tender offer, applicable repurchase limitations under Israeli law, its business and financial performance and situation, the business and market conditions at the time, including the price of the shares, and other factors the company considers relevant.

This press release is for information purposes only and nothing in this press release shall be considered a solicitation to buy or an offer to sell a security to any person in any jurisdiction where such offer, solicitation, purchase or sale would be unlawful under the securities laws of such jurisdiction.

AudioCodes retained Alliance Advisors LLC as the Information Agent for the offer. All questions regarding this self-tender offer should be directed to the Information Agent at, in the U.S. and Canada: +1-855-325-6673 (Toll-Free), or for international callers, +1-973-873-7780 (Collect).

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