In view of the number of reasons and complexity of these matters, the Board of Directors did not find it practicable to, nor did it attempt to, quantify, rank or otherwise assign relative weight to the specific reasons considered.
In light of the reasons considered above, the Board of Directors has unanimously determined that the Tender Offer is not advisable and is not in the best interest of the Company or its Stockholders.
Accordingly,
the Board of Directors unanimously recommends that the Stockholders reject the Tender Offer and not tender their Shares for purchase pursuant to the Offer to Purchase.
The Board of Directors acknowledges that each Stockholder must evaluate whether to tender his or her Shares to the Offeror pursuant to the Tender Offer and that because there is no trading market for the Shares an individual Stockholder may determine to tender based on, among other considerations, his or her liquidity needs. In addition, the Board of Directors believes that in making a decision as to whether to tender his or her Shares to the Offeror pursuant to the Tender Offer, each Stockholder should keep in mind that (a) the share repurchase program currently only provides for redemptions submitted in connection with a Stockholder’s death or hardship and
further, the Board of Directors has the right to amend, suspend or terminate the Company’s existing share redemption program at any time, (b) the Board of Directors may have the right to amend, extend or, upon certain specified conditions, terminate the Company’s self-tender offer described in Item 8 below and (c) the Board of Directors makes no assurances with respect to (i) future distributions, if any, or (ii) the timing of or ability to provide liquidity to the Stockholders.
The Company’s directors and executive officers are entitled to participate in the Tender Offer on the same basis as other Stockholders. All of the Company’s directors and executive
officers have advised the Company that they do not intend to tender any of their Shares in the Tender Offer (including Shares they are deemed to beneficially own) or currently intend to sell such Shares.
To the knowledge of the Company, none of the Company’s subsidiaries or other affiliates currently intends to tender or sell Shares held of record or beneficially by such person for purchase pursuant to the Tender Offer or otherwise.
ITEM 5.
| PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED. |
Neither the Company nor any person
acting on its behalf has employed, retained or agreed to compensate any person to make solicitations or recommendations to Stockholders concerning the Tender Offer.
ITEM 6.
| INTEREST IN SECURITIES OF THE SUBJECT COMPANY. |
On
April 11, 2024, pursuant to the share redemption program, the Company redeemed approximately 51,055 Shares eligible for redemption at a purchase price of $9.84 per Share, for an aggregate price of approximately $504,672.
During the 60 days prior to the filing
of this Schedule 14D-9, no other transactions with respect to the Shares have been effected by the Company or by any of its executive officers, directors, affiliates or subsidiaries.
ITEM 7.
| PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS. |
Other than the Self-Tender Offer described under Item 8, below the Company has not undertaken, and is not engaged in any, negotiations in response to the Tender Offer that relate to (i) a tender offer or other acquisition of the Company’s securities by the Company, any of its subsidiaries or any other person, (ii) an extraordinary transaction, such as a merger, reorganization or liquidation involving the Company or any of its subsidiaries,
(iii) a purchase, sale or transfer of a material amount of assets of the Company or any of its subsidiaries or (iv) any material change in the dividend policy or the dividend rate, or indebtedness or capitalization of the Company.
There is no transaction, board resolution, agreement in principle or signed contract in response to the Tender Offer that relates to or would result in one or more of the foregoing matters.
ITEM 8.
| ADDITIONAL INFORMATION. |
Self-Tender Offer
On
or about
April 24, 2024, the Company will commence the Self-Tender Offer for up to 700,000 Shares at $6.00 per Share, or approximately $4.2 million. Unless extended or withdrawn, the Self-Tender Offer will expire at 11:59 p.m. Eastern Time on or about
June 14, 2024.