MANNATECH, INCORPORATED (NASDAQ:MTEX) Files An 8-K Other EventsItem 8.01. Other Event.
Attached to this Form 8-K as Exhibit 99.1 is a copy of a press release issued by Mannatech, Incorporated (the "Company") announcing the Company's intention to commence a cash tender offer to purchase up to $16 million of shares of its common stock from its shareholders.
On May17, 2018, in connection with the intended tender offer, the Company also distributed the communication attached hereto as Exhibit 99.2.
Important Additional Information
This Current Report on Form 8-K, including the press release attached hereto as Exhibit 99.1 and the communication attached hereto as Exhibit 99.2 is for informational purposes only and is not a recommendation to buy or sell the Company’s common stock and does not constitute an offer to buy or the solicitation to sell shares of the Company’s common stock. The tender offer described in this communication has not yet commenced, and there can be no assurances that the Company will commence the tender offer on the terms described in this communication or at all. The tender offer will be made only to the tender offer statement on Schedule TO, including the Offer to Purchase, Letter of Transmittal and related materials that the Company expects to file with the Securities and Exchange Commission (“SEC”) upon commencement of the tender offer. Shareholders and holders of awards granted under our equity incentive plans are urged to carefully read the TENDER OFFER STATEMENT, offer to purchase, letter of transmittal and related materials when they become available because they will contain important information, including the various terms of, and conditions to, the tender offer, that shareholders and award holders should consider before making any decision regarding tendering their shares. Once the tender offer is commenced, shareholders will be able to obtain a free copy of the tender offer statement on Schedule TO, the Offer to Purchase, Letter of Transmittal and other documents that the Company will be filing with the SEC at the SEC’s website at www.sec.gov. Additional copies of these materials may be obtained for free by contacting the Company at [email protected] or 1410 Lakeside Pkwy, Ste 200, Flower Mound, TX 75028, Attn: Investor Relations, or Georgeson LLC, the information agent for the tender offer, at (866) 857-2624.
Forward Looking Statements
This Current Report on Form 8-K, the press release attached hereto as Exhibit 99.1 and the communication attached hereto as Exhibit 99.2 may contain “forward-looking statements.” These forward-looking statements generally can be identified by use of phrases or terminology such as “may,” “will,” “should,” “hope,” “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “approximates,” “predicts,” “projects,” “potential” and “continues” or other similar words or the negative of such terminology. Similarly, descriptions of the Company’s objectives, strategies, plans, goals or targets contained herein are also considered forward-looking statements. The Company believes this Current Report on Form 8-K, the press release attached hereto as Exhibit 99.1 and the communication attached hereto as Exhibit 99.2 should be read in conjunction with all of its filings with the United States Securities and Exchange Commission and cautions its readers that these forward-looking statements are subject to certain events, risks, uncertainties, and other factors. Some of these factors include, among others, the Company’s ability to complete the anticipated tender offer in a timely manner or at all, the price at which shares of the Company’s common stock may trade on Nasdaq, which may be higher or lower than the purchase price in the anticipated tender offer, uncertainty as to the number of shares purchased in the tender offer, the Company’s inability to attract and retain associates and members, increases in competition, litigation, regulatory changes, and its planned growth into new international markets. Although the Company believes that the expectations, statements and assumptions reflected in these forward-looking statements are reasonable, it cautions readers to always consider all of the risk factors and any other cautionary statements carefully in evaluating each forward-looking statement in this Form 8-K, as well as those set forth in its latest Annual Report on Form 10-K, Quarterly Report on Form 10-Q and other filings filed with the United States Securities and Exchange Commission, including its Current Reports on Form 8-K. All of the forward-looking statements contained herein speak only as of the date of this Current Report on Form 8-K, the press release attached hereto as Exhibit 99.1 and the communication attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
Press Release, dated May 17, 2018, titled "Mannatech Announces Intent to Commence a Cash Tender Offer to Purchase up to $16 Million of Its Common Stock."
Email to Associates, dated May 17, 2018, titled "Mannatech Announces Intent to Commence a Cash Tender Offer to Purchase up to $16 Million of Its Common Stock."
MANNATECH INC ExhibitEX-99.1 2 mtex8-kexh991prexcommencem.htm MTEX EXHIBIT 99.1 PRE-COMMENCEMENT TENDER OFFER 2018 Exhibit Exhibit 99.1 Mannatech Announces Intent to Commence a Cash Tender Offer to Purchase up to $16 Million of Its Common Stock(Flower Mound,…To view the full exhibit click
About MANNATECH, INCORPORATED (NASDAQ:MTEX)
Mannatech, Incorporated is a wellness solution provider. The Company develops and sells nutritional supplements, topical and skin care and anti-aging products, and weight-management products. The Company operates through the segment of sale of nutritional supplements, skin care and anti-aging products, and weight management and fitness products through network marketing distribution channels in approximately 20 countries. Its Health category includes a range of daily nutritional supplements, health solutions for children and additional nutrients designed to help keep specific body systems at optimal levels. Its Weight and Fitness category offers products designed to curb appetite and burn fat, build lean muscle tissue, and support recovery from overexertion. Its Skin Care and Anti-Aging category offers products formulated with approximately 30 botanical ingredients. It sells products in three regions: North America/South America, Europe/the Middle East/Africa (EMEA) and Asia/Pacific.