Keynote announces commencement of self tender offer

By siliconindia   |   Tuesday, 25 March 2003, 08:00 Hrs
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SAN MATEO: Keynote Systems Inc. (Nasdaq:KEYN) on Tuesday announced that it had commenced an issuer tender offer for 7.5 million shares, or approximately 33.0%, of its outstanding common stock as of February 28, 2003, at a purchase price of $9.50 per share in cash. Keynote's Board of Directors has approved the offer. However, neither Keynote nor its Board of Directors makes any recommendation to stockholders as to whether they should or should not tender their shares. Stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender. Keynote's directors and executive officers have advised Keynote that they do not intend to tender any shares in the offer. The terms and conditions of the offer appear in Keynote's Offer to Purchase and the related Letter of Transmittal. Copies of these and other related documents are being mailed to all holders of Keynote common stock. Stockholders are urged to read these carefully before making any decision with respect to the offer as these materials contain important information. Under the terms of the offer, Keynote stockholders may sell all or a portion of the shares they own. Keynote intends to fund the offer with its available cash and short-term investments. As of December 31, 2003, Keynote had approximately $203.4 million in cash, cash equivalents and short-term investments. If more than 7.5 million shares are properly tendered and are not properly withdrawn, Keynote will purchase such properly tendered shares on a pro rata basis, as described in the Offer to Purchase. Keynote's offer is subject to the conditions described in the Offer to Purchase. Subject to the applicable law, in its sole discretion, Keynote may waive any condition applicable to the offer and may extend or otherwise amend the offer. The offer is not conditioned on any minimum number of shares of Keynote common stock being tendered.

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