Exhibit (a)(5)(B)
Surge Components Announces Preliminary Results of Tender Offer
DEER PARK, N.Y. (March 6, 2017) – Surge Components, Inc. (“Surge” or the “Company”) (OTC Pink: SPRS), a leading supplier of capacitors, discrete semi-conductors and audible and sounding devices, announced today the preliminary results of its tender offer, which expired at 11:59 p.m., New York City time, on March 3, 2017.
Based on the preliminary count by Continental Stock Transfer & Trust Company, the depositary for the tender offer, a total of 6,160,799 shares of the Company’s common stock were validly tendered and not validly withdrawn, including 19,929 shares that were tendered through notice of guaranteed delivery. The number of shares conditionally tendered was 15,458 based on the preliminary count by the depositary.
Because the tender offer is oversubscribed by 1,160,799 shares, the Company expects to purchase only a prorated portion of the shares properly tendered by each tendering stockholder. The depositary has informed the Company that the preliminary proration factor for the tender offer is expected to be approximately 81.1% of the shares validly tendered and not validly withdrawn. The number of shares tendered and not validly withdrawn and the proration factor are preliminary and are subject to verification by the depositary and the proper delivery of all shares tendered (including shares tendered pursuant to the guaranteed delivery procedures). The final number of shares to be purchased in the tender offer and the final proration factor 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. The shares expected to be acquired represent approximately 49% of the total number of shares of the Company’s common stock issued and outstanding as of February 2, 2017.
Morrow Sodali LLC acted as information agent for the tender offer and Continental Stock Transfer & Trust Company acted as the depositary. All inquiries about the tender offer should be directed to Morrow Sodali LLC at (800) 662-5200 (banks and brokers can call collect at (203) 658-9400).
Important Notice Regarding Forward-Looking Statements
This press release may include forward-looking statements, including statements regarding the Company's ability to complete the tender offer and the number of shares the Company will be able to purchase in the tender offer. The statements made by the Company are based upon management's current expectations and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include market conditions and other factors beyond the Company's control and the risk factors and other cautionary statements described in the Company's filings with the SEC, including the Company's Annual Report on Form 10-K filed with the SEC on February 28, 2017.
About Surge Components, Inc.
Founded in November 1981, Surge is a supplier of capacitors, discrete semi-conductors and audible/sounding devices. Surge’s capacitor product portfolio includes aluminum electrolytic capacitors, film capacitors, and ceramic capacitors. In the discrete semiconductor portfolio, Surge’s strengths include general purpose, recovery, schottky, polymer ESD, and transient voltage suppressors, transistors, diodes, and a full line of bridge rectifiers. With more than 30 years in the industry, Surge helps customers bring their products to market using the highest quality components with the most competitive economics to scale. Surge supplies its top quality products to customers in many market segments, including, but not limited to, power, energy, automotive, computer, telecom and security.
Media Contact
Sloane & Company
Dan Zacchei/ Joe Germani, 212-486-9500
dzacchei@sloanepr.com
jgermani@sloanepr.com