AudioCodes Commences Cash Self-Tender Offer to Purchase up to 3,000,000 of its Ordinary Shares

AudioCodes Commences Cash Self-Tender Offer to Purchase up to 3,000,000 of its Ordinary Shares

Jun 16, 2016

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Lod, Israel - June 16, 2016 - AudioCodes (NASDAQ: AUDC) Press Release

AudioCodes, a leading provider of converged voice solutions that enable enterprises and service providers to transition to all-IP voice networks, today announced that it is commencing a self-tender offer to purchase up to 3,000,000 ordinary shares of AudioCodes, nominal (par) value NIS 0.01 per share, at a price of $4.35 per share, net to the seller in cash, less any applicable withholding taxes, and without interest, upon the terms of, and subject to the conditions set forth in, an Offer to Purchase, dated June 16, 2016 and the related Letter of Transmittal, to be filed today with the U.S. Securities and Exchange Commission (SEC) and with the Israeli Securities Authority (ISA). The maximum amount of ordinary shares subject to this tender offer represent, as of June 13, 2016, approximately 8.2% of AudioCodes’ issued and outstanding shares (excluding 18,732,638 shares held as treasury shares) and of its voting power.

As of June 13, 2016, there were 36,382,167 AudioCodes shares issued and outstanding (excluding 18,732,638 AudioCodes shares held as treasury shares). As a result, if AudioCodes purchases the maximum of 3,000,000 shares subject to the tender offer, it would have 33,382,167 shares issued and outstanding, excluding shares held as treasury shares.

On June 15, 2016, the last full trading day on NASDAQ and on the Tel Aviv Stock Exchange before commencement of the tender offer, the closing sale price of AudioCodes’ ordinary shares was $3.83 per share on NASDAQ and NIS 14.50 per share ($3.74 based on an exchange rate of NIS 3.875 per U.S. dollar as of June 15, 2016) on the Tel Aviv Stock Exchange.

The offer period and withdrawal rights are scheduled to expire at 10:00 a.m., New York time, or 5:00 p.m., Israel time, on July 20, 2016, unless the offer period is extended by AudioCodes.

Shareholders may tender all or a portion of their AudioCodes shares. The offer is being made to all shareholders of AudioCodes and is not conditioned on any minimum number of AudioCodes shares being tendered. If the aggregate number of AudioCodes shares that are validly tendered and not properly withdrawn prior to the completion of the offer period (as may be extended by AudioCodes) does not exceed the maximum of 3,000,000 AudioCodes shares subject to the tender offer, AudioCodes will, on the terms and subject to the conditions of the offer, purchase all of the AudioCodes shares so tendered unless AudioCodes elects to terminate the offer. If more than an aggregate of 3,000,000 AudioCodes shares are validly tendered and not properly withdrawn in the United States and Israel, AudioCodes will purchase a pro rata number of AudioCodes shares from all tendering shareholders, so that AudioCodes would purchase no more than 3,000,000 AudioCodes shares. The offer is not conditioned on the availability of financing.

The complete terms and conditions of the offer, including important U.S. and Israeli income and withholding tax considerations relating to the offer, are contained in the Offer to Purchase included as an exhibit to the Tender Offer Statement on Schedule TO-I filed today with the SEC and with the ISA. American Stock Transfer & Trust Company, LLC is the U.S. Depositary for the offer and Mizrahi Tefahot Bank, Ltd. is the Israeli Depositary for the offer.

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