DALLAS, TX / ACCESSWIRE / March 26, 2020 / Elevate Entertainment Inc. ("Elevate"), an affiliate of Mirasol Capital, LLC, announced today that the tender offer, through its subsidiary Elevate Acquisition Corporation ("Purchaser"), for all outstanding shares of common stock of Evans & Sutherland Computer Corporation (OTC: ESCC) ("E&S") expired at midnight (Eastern Time) at the end of March 25, 2020.
The depositary for the tender offer has advised Elevate that, as of the expiration of the tender offer period, approximately 10,576,487 shares of common stock, par value $0.20, of E&S (the "Shares") (excluding approximately 50,741 Shares subject to guaranteed delivery procedures) were properly tendered and not withdrawn in the tender offer, representing approximately 92.1% of the aggregate number of then issued and outstanding Shares. All properly tendered shares have been accepted for payment, which will be made in accordance with the terms of the tender offer.
Pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of February 9, 2020 (the "Merger Agreement"), among E&S, Elevate and Purchaser, Elevate will carry out a second-step merger as a result of which E&S will become a subsidiary of Elevate. As a result of the acceptance of Shares tendered pursuant to the Offer and in accordance with Section 16-10a-1101 of the Utah Revised Business Corporation Act (the "URBCA"), Purchaser owns at least the percentage of Shares that would be required to adopt the Merger Agreement by a vote of the shareholders of E&S. Pursuant to Section 16-10a-1101 of the URBCA, subject to the satisfaction of the remaining conditions set forth in the Merger Agreement, Elevate and Purchaser intend to complete the acquisition of E&S through the Merger as promptly as practicable without a meeting of shareholders of E&S.
In the merger, each of the remaining Shares will be converted into the right to receive $1.19 per share, net to the shareholder in cash, without interest thereon and subject to any applicable tax withholding, which is the same amount per share which was paid in the tender offer.
This document is for informational purposes only and may not be incorporated into a contract or agreement.
About Mirasol Capital
Mirasol Capital is a Delaware limited liability company and parent of Elevate and Purchaser. Mirasol Capital is the private equity and venture arm of the Winn Family Office with a primary focus on real estate and technology-related investments. Mirasol Capital invests patient capital with partners to help them realize a greater potential and generate attractive risk-adjusted returns across cycles and over the long term.
Additional Information about the Acquisition and Where to Find It
In connection with the proposed acquisition, Elevate has commenced a tender offer for the outstanding shares of E&S. This document is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of E&S, nor is it a substitute for the tender offer materials that Elevate and its acquisition subsidiary have filed with the SEC with respect to the tender offer. Elevate and its acquisition subsidiary have filed tender offer materials on Schedule TO, and E&S has filed a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. The tender offer materials (including an Offer to Purchase, a related Letter of Transmittal and certain other tender offer documents) and the Solicitation/Recommendation Statement contain important information. Holders of shares of E&S are urged to read these documents because they contain important information that holders of E&S securities should consider before making any decision regarding tendering their securities. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, have been made available to all holders of shares of E&S at no expense to them. The tender offer materials and the Solicitation/Recommendation Statement are also available for free at the SEC's web site at www.sec.gov.
In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, E&S files annual, quarterly and special reports and other information with the SEC. You may read and copy any reports or other information filed by E&S at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the public reference room. E&S's filings with the SEC are also available to the public from commercial document-retrieval services and at the website maintained by the SEC at http://www.sec.gov.
SOURCE: Elevate Entertainment Inc.