In This Article:
PORTLAND, Maine, March 26, 2025--(BUSINESS WIRE)--WEX Inc. (NYSE: WEX), the global commerce platform that simplifies the business of running a business, today announced the preliminary results of its modified "Dutch auction" tender offer, which expired at one minute after 11:59 p.m., New York City time, on Tuesday, March 25, 2025.
Based on the preliminary count by Equiniti Trust Company, LLC, the depositary for the tender offer, a total of approximately 4,877,214 shares of WEX’s common stock, par value $0.01 per share (each share of WEX’s common stock, a "Share," and collectively, the "Shares"), were validly tendered and not validly withdrawn at or below the purchase price of $154.00 per Share, which includes 1,547,927 Shares that were tendered through notice of guaranteed delivery at or below such purchase price.
In accordance with the terms and conditions of the tender offer and based on the preliminary count by the depositary, WEX expects to accept for payment an aggregate of 4,870,130 Shares at a purchase price of $154.00 per Share, for an aggregate cost of approximately $750,000,000.00, excluding fees and expenses relating to the tender offer. WEX expects to accept the Shares on a pro rata basis, except for tenders of "odd lots," which will be accepted in full, and conditional tenders that will automatically be regarded as withdrawn because the condition was not satisfied. WEX has been informed by the depositary that the preliminary proration factor for the tender offer is approximately 99.85%. The Shares expected to be accepted for payment represent approximately 12.5% of the Shares that were outstanding as of February 24, 2025.
The number of Shares expected to be purchased in the tender offer and proration factor are preliminary and subject to change. The preliminary information contained in this press release is subject to confirmation by the depositary and is based on the assumption that all Shares tendered through notice of guaranteed delivery will be delivered within the one business day delivery period. The final number of Shares to be purchased in the tender offer will be announced following the expiration of the guaranteed delivery period and the completion by the depositary of the confirmation process. Payment for the Shares accepted for purchase pursuant to the tender offer, and the return of all other Shares tendered and not purchased, will occur promptly thereafter. Payment for Shares will be made in cash, without interest.
About WEX
WEX (NYSE: WEX) is the global commerce platform that simplifies the business of running a business. WEX has created a powerful ecosystem that offers seamlessly embedded, personalized solutions for its customers around the world. Through its rich data and specialized expertise in simplifying benefits, reimagining mobility and paying and getting paid, WEX aims to make it easy for companies to overcome complexity and reach their full potential. For more information, please visit www.wexinc.com.