Exhibit (a)(8)
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell shares of Common Stock. The Offer is made solely pursuant to the Offer
to Purchase dated February 3, 2004 and the related Letter of Transmittal and any
amendments or supplements thereto and is being made to all Holders. The Offer
will not be made to (nor will tenders be accepted from or on behalf of) the
Holders in any jurisdiction in which the making of the Offer or the acceptance
thereof would not be in compliance with the securities, blue sky or others laws
of such jurisdiction. In any state or jurisdiction where the securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer,
the Offer shall be deemed to be made on behalf of the Purchaser by Crest
Evergreen Securities, Inc. or one or more registered brokers or dealers licensed
under the laws of such state or jurisdiction.
Notice of Offer to Purchase for Cash
All of the Outstanding Shares of Common Stock
of
T-NETIX, Inc.
at
$4.60 Net Per Share
by
TZ Acquisition, Inc.
A Direct Wholly Owned Subsidiary of
TZ Holdings, Inc.
TZ Acquisition, Inc., a Delaware corporation (the "Purchaser"), and a direct
wholly owned subsidiary of TZ Holdings Inc., a Delaware corporation ("Parent"),
is offering to purchase all of the outstanding shares of Common Stock (the
"Common Stock"), par value $0.01 per share, of T-NETIX, Inc., a Delaware
corporation (the "Company"), at a price of $4.60 per share of Common Stock, net
to the seller in cash, without interest thereon (the "Offer Price"), on the
terms and subject to the conditions set forth in the Offer to Purchase dated
February 3, 2004 (the "Offer to Purchase") and in the related Letter of
Transmittal (which, as they may be amended and supplemented from time to time,
together constitute the "Offer").
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, MARCH 2, 2004 UNLESS THE OFFER IS EXTENDED.
The Offer is conditioned upon, among other things, (1) there being validly
tendered and not properly withdrawn prior to the expiration of the Offer a
number of shares of Common Stock which constitutes at least a majority of the
shares of Common Stock issued and outstanding on a fully diluted basis at the
purchase date (the "Minimum Condition"), (2) the expiration or termination of
any applicable waiting periods under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act"), and (3) the receipt by the
Purchaser of debt financing as described in the Agreement and Plan of Merger,
dated as of January 22, 2004 (the "Merger Agreement"), by and among Parent, the
Purchaser and the Company. The Offer is also conditioned upon the satisfaction
of certain other terms and conditions described in Section 14 of the Offer to
Purchase. The Offer is being made pursuant to the Merger Agreement. The Merger
Agreement provides that, upon consummation of the Offer and on the terms and
subject to the conditions of the Merger Agreement and in accordance with
Delaware law, the Purchaser will be merged with and into the Company (the
"Merger"). Following the effective time of the Merger (the "Effective Time"),
the Company will continue as the surviving corporation and become a wholly-owned
subsidiary of Parent and the separate corporate existence of the Purchaser will
cease. At the Effective Time, except for (i) shares of Common Stock which are
owned by the Company or any subsidiary of the Company or otherwise held in the
treasury of the Company, or by Parent, the Purchaser or any other subsidiary of
Parent (other than shares in trust accounts, managed accounts, custodial
accounts and the like that are beneficially owned by third parties), all of
which shall automatically be canceled and retired and cease to exist and none of
which shall receive any payment with respect thereto and (ii) shares of Common
Stock held by any person who has the right to demand, and who properly demands,
an appraisal of such shares of Common Stock in accordance with Delaware law,
each share of Common Stock issued and outstanding immediately prior to the
Effective Time will be converted into the right to receive an amount in cash,
without interest thereon, equal to the Offer Price. The Merger Agreement is more
fully described in Section 11 of the Offer to Purchase. Under Delaware law, if
the Purchaser acquires, pursuant to the Offer or otherwise, at least 90% of the
issued and outstanding shares of Common Stock, the Purchaser will be able to
approve and effect the Merger without a vote of the Company's stockholders
("Holders"). If, however, the
Purchaser does not acquire at least 90% of the issued and outstanding shares of
Common Stock, pursuant to the Offer or otherwise, a vote of Holders to effect
the Merger is required under Delaware law and a longer period of time will be
required to effect the Merger as described in Section 11 of the Offer to
Purchase.
Parent and the Purchaser have also entered into a Tender Agreement and
Irrevocable Proxy (the "Tender Agreement"), dated as of January 22, 2004, with
W.P. (Paul) Buckthal, Daniel N. Carney, Cree Capital Investments, Ltd., Harold
A. Cree, Richard E. Cree, The Richard Cree Revocable Trust, William R. Cree,
Robert A. Geist, Daniel J. Taylor, and Irvin Wall (the "Stockholders") who
beneficially own, in the aggregate, 4,961,578 shares of Common Stock. The shares
of Common Stock beneficially owned by the Stockholders represent approximately
33.0% of the issued and outstanding shares of Common Stock (approximately 26.4%
on a fully diluted basis). The Stockholders have agreed to tender in the Offer
such shares of Common Stock and vote that portion of such shares of Common Stock
that they are entitled to vote in favor of the transactions contemplated by the
Merger Agreement. The Tender Agreement is more fully described in Section 11 of
the Offer to Purchase.
Based on the recommendation of an independent special committee of the Board of
Directors of the Company (the "Board"), the Board, by unanimous vote of all
directors present at a meeting called to consider the Offer and the transactions
contemplated by the Merger Agreement (which included eight of the nine members
of the Board), has (i) determined that the terms of each of the Merger
Agreement, the Offer and the Merger are fair to, and in the best interests of,
the Company and Holders of shares of Common Stock and declared that the Offer
and the Merger are advisable, (ii) approved the Offer, the Merger and the Merger
Agreement, (iii) approved the Tender Agreement for purposes of Delaware law, and
(iv) recommended that Holders accept the Offer, tender their shares of Common
Stock pursuant to the Offer and adopt the Merger Agreement.
Holders whose shares of Common Stock are registered in their own name and who
tender directly to JP Morgan Chase Bank, as Depositary (the "Depositary"), will
not be obligated to pay brokerage fees or commissions or, except as set forth in
Instruction 6 of the Letter of Transmittal, stock transfer taxes on the purchase
of shares of Common Stock pursuant to the Offer.
For purposes of the Offer, the Purchaser will be deemed to have accepted for
payment (and thereby purchased) shares of Common Stock validly tendered and not
properly withdrawn if, as and when the Purchaser gives oral or written notice to
the Depositary of the Purchaser's acceptance for payment of such shares of
Common Stock. On the terms and subject to the conditions of the Offer, payment
for shares of Common Stock accepted for payment pursuant to the Offer will be
made by deposit of the purchase price therefor as soon as practicable after the
Expiration Date (as defined below) with the Depositary which will act as agent
for tendering Holders for the purpose of receiving payments from the Purchaser
and transmitting payments to such tendering Holders whose shares of Common Stock
have been accepted for payment. In all cases, payment for shares of Common Stock
accepted for payment pursuant to the Offer will be made only after timely
receipt by the Depositary of (i) the certificates evidencing such shares of
Common Stock or timely confirmation of a book-entry transfer of such shares of
Common Stock into the Depositary's account at the Book-Entry Transfer Facility
(as defined in Section 2 of the Offer to Purchase), pursuant to the procedures
set forth in Section 3 of the Offer to Purchase, (ii) the Letter of Transmittal
(or a copy thereof), properly completed and duly executed, or an Agent's Message
(as defined in Section 2 of the Offer to Purchase) in connection with a
book-entry transfer and (iii) any other documents required to be included with
the Letter of Transmittal under the terms and subject to the conditions of the
Letter of Transmittal and the Offer to Purchase. Under no circumstances will
interest on the Offer Price be paid by the Purchaser, regardless of any delay in
making such payment or extension of the Expiration Date. The term "Expiration
Date" shall mean 12:00 midnight, New York City time, on Tuesday, March 2, 2004,
unless and until the Purchaser, in its sole discretion (but subject to the terms
of the Merger Agreement) and the applicable rules and regulations of the
Securities and Exchange Commission (the "Commission"), shall have extended the
period of time during which the Offer is open, in which event the term
"Expiration Date" shall mean the latest time and date at which the Offer, as so
extended by the Purchaser, shall expire. Subject to the terms of the Merger
Agreement and to the applicable rules and regulations of the Commission and
applicable law, the Purchaser expressly reserves the right, in its sole
discretion, at any time and from time to time, to extend for any reason the
period of time during which the Offer is open, including upon the occurrence of
any of the events specified in Section 14 of the Offer to Purchase, by giving
notice of such extension to the Depositary and by making a public announcement
thereof, provided, however, that without the consent of the Company, the
Expiration Date may not be extended beyond July 31, 2004. During any such
extension, all shares of Common Stock previously tendered and not withdrawn will
remain subject to the Offer, subject to the rights of a tendering Holder to
withdraw its shares of Common Stock. Subject to the terms of the
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Merger Agreement, the applicable rules and regulations of the Commission and
applicable law, the Purchaser also expressly reserves the right, in its sole
discretion, at any time and from time to time, (i) to delay acceptance for
payment of, or, regardless of whether such shares of Common Stock were
theretofore accepted for payment, payment for, any shares of Common Stock if any
applicable waiting period under the HSR Act has not expired or been terminated,
(ii) to terminate the Offer on any scheduled expiration date and not accept for
payment any shares of Common Stock if any of the conditions referred to in
Section 14 of the Offer to Purchase are not satisfied or any of the events
specified in Section 14 of the Offer to Purchase have occurred, and (iii) to
waive any condition (other than the Minimum Condition) or otherwise amend the
Offer in any respect by giving oral or written notice of such delay,
termination, waiver or amendment to the Depositary and by making a public
announcement thereof, provided, however, that, subject to the terms of the
Merger Agreement, without the prior written consent of the Company, the
Purchaser will not (and Parent will not cause the Purchaser to) decrease or
change the form of consideration payable in the Offer or decrease the number of
shares of Common Stock sought in the Offer, amend any term of the Offer in any
manner adverse to the Holders, change any condition to the Offer, impose
additional conditions to the Offer, waive the Minimum Condition or extend the
Expiration Date beyond the initial Expiration Date of the Offer.
Pursuant to Rule 14d-11 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the expiration of the Offer, if all of the conditions to
the Offer have been satisfied or waived, the Purchaser may, subject to certain
conditions, include a subsequent offering period (a "Subsequent Offering
Period") pursuant to which the Purchaser may add a period of up to 20 business
days to permit additional tenders of shares of Common Stock. If the Purchaser
commences a Subsequent Offering Period, U.S. federal securities laws require the
Purchaser to accept immediately for payment and to promptly pay for all shares
of Common Stock tendered in any Subsequent Offering Period. Any extension,
delay, termination, waiver or amendment will be followed as promptly as
practicable by a public announcement, in the case of an extension of the Offer,
by no later than 9:00 a.m., New York City time, on the next business day after
the previously scheduled Expiration Date. Subject to applicable law (including
Rules 14d-4(d) and 14d-6(c) under the Exchange Act, which require that material
changes in the information published, sent or given to any Holders in connection
with the Offer be promptly disseminated to Holders in a manner reasonably
designed to inform them of such changes), and without limiting the manner in
which the Purchaser may choose to make any public announcement, the Purchaser
has no obligation to publish, advertise or otherwise communicate any public
announcement other than by issuing a press release to the Dow Jones News Service
or as otherwise may be required by applicable law.
Except as otherwise provided below, tenders of shares of Common Stock made
pursuant to the Offer are irrevocable except that such shares of Common Stock
may be withdrawn at any time prior to the Expiration Date and, unless
theretofore accepted for payment by the Purchaser pursuant to the Offer, may
also be withdrawn at any time after April 2, 2004, or at such later time as may
apply if the Offer is extended beyond that date (excluding any Subsequent
Offering Period). If the Purchaser provides a Subsequent Offering Period, no
withdrawal rights will apply to shares of Common Stock tendered during such
Subsequent Offering Period or to shares of Common Stock previously tendered in
the Offer and accepted for payment. For a withdrawal to be effective, a written
or facsimile transmission notice of withdrawal with respect to shares of Common
Stock must be timely received by the Depositary at one of its addresses set
forth on the back cover of the Offer to Purchase. Any such notice of withdrawal
must specify the name of the person who tendered the shares of Common Stock to
be withdrawn, the number of shares of Common Stock to be withdrawn, and the name
of the registered holder of the shares of Common Stock, if different from that
of the person who tendered such shares of Common Stock. If certificates
evidencing shares of Common Stock to be withdrawn have been delivered or
otherwise identified to the Depositary, then, prior to the physical release of
such certificates, the serial numbers shown on such certificates must be
submitted to the Depositary and the signature(s) on the notice of withdrawal
must be guaranteed by an Eligible Institution (as defined in Section 3 of the
Offer to Purchase), unless such shares of Common Stock have been tendered for
the account of an Eligible Institution. Shares of Common Stock tendered pursuant
to the procedure for book-entry transfer as set forth in Section 3 of the Offer
to Purchase may be withdrawn only by means of the withdrawal procedures made
available by the Book-Entry Transfer Facility, must specify the name and number
of the account at the Book-Entry Transfer Facility to be credited with the
withdrawn shares of Common Stock and must otherwise comply with the Book-Entry
Transfer Facility's procedures.
Withdrawals of tendered shares of Common Stock may not be rescinded without the
Purchaser's consent and any shares of Common Stock properly withdrawn will
thereafter be deemed not validly tendered for purposes of the Offer. All
questions as to the form and validity (including time of receipt) of notices of
withdrawal will be determined by the Purchaser, in its sole discretion, which
determination will be final and binding. None of Parent,
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the Purchaser, the Depositary, the Information Agent, the Dealer Manager or any
other person will be under any duty to give notification of any defects or
irregularities in any notice of withdrawal or incur any liability for failure to
give any such notification. However, any shares of Common Stock properly
withdrawn may be re-tendered at any time prior to the Expiration Date by
following any of the procedures described in Section 3 of the Offer to Purchase.
The receipt of cash for shares of Common Stock pursuant to the Offer or the
Merger by a U.S. Holder (as defined in Section 3 of the Offer to Purchase) will
be a taxable transaction for U.S. federal income tax purposes and may also be a
taxable transaction under applicable state, local or foreign tax laws. In
general, a U.S. Holder will recognize a gain or loss for United States federal
income tax purposes equal to the difference, if any, between the amount realized
from the sale of shares of Common Stock and such U.S. Holder's adjusted tax
basis in such shares of Common Stock. Assuming that the shares of Common Stock
constitute a capital asset in the hands of the U.S. Holder, such gain or loss
will be capital gain or loss. Holders are urged to consult their tax advisors
with respect to the specific tax consequences of the Offer to them, including
the application and effect of the alternative minimum tax and state, local and
foreign tax laws. For a more complete description of certain U.S. federal income
tax consequences of the Offer and the Merger, see Section 5 of the Offer to
Purchase.
The information required to be disclosed by paragraph (d)(1) of Rule 14d-6 under
the Exchange Act is contained in the Offer to Purchase and is incorporated
herein by reference. The Company has provided the Purchaser with the Company's
stockholder list and security position listings in respect of the shares of
Common Stock for the purpose of disseminating the Offer to Purchase, the Letter
of Transmittal and other relevant materials to Holders. The Offer to Purchase,
the Letter of Transmittal and other relevant materials will be mailed to holders
of record of shares of Common Stock whose names appear on the Company's list of
holders of shares of Common Stock and will be furnished, for subsequent
transmittal to beneficial owners of shares of Common Stock, to brokers, dealers,
commercial banks, trust companies and similar persons whose names, or the names
of whose nominees, appear on the Company's list of holders of the shares of
Common Stock, or, where applicable, who are listed as participants in the
security position listing of the Depository Trust Company.
The Offer to Purchase and the related Letter of Transmittal contain important
information that should be read carefully before any decision is made with
respect to the Offer. Requests for copies of the Offer to Purchase, the related
Letter of Transmittal and other tender offer materials may be directed to the
Information Agent as set forth below, and copies will be furnished promptly at
the Purchaser's expense. Questions or requests for assistance may be directed to
the Information Agent or the Dealer Manager as set forth below.
The Information Agent for the Offer is:
-----MORROW & CO. LOGO--------
445 Park Avenue, 5th Floor
New York, New York 10022
Call Collect: (212) 754-8000
Banks and Brokerage Firms Call: (800) 654-2468
Stockholders Please Call: (800) 607-0088
E-Mail: tntx.info@morrowco.com
The Dealer Manager for the Offer is:
Crest Evergreen Securities, Inc.
320 Park Avenue
New York, NY 10022
(212) 317-2700
February 3, 2004
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