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GlobeNewswire·

SkyAI Enters into Tender Support and Settlement Agreement with Bastion Trading Limited; Extends Cash Tender Offer to All Pre-Funded Warrants and Includes All Stapled Warrants

SKYASKYAW
  • Bastion, a major stockholder of SkyAI, agreed to tender all its common stock, pre-funded warrants, & stapled warrants into the Company's amended cash tender offer & entered a three-year standstill agreement.
  • SkyAI amended the offer to purchase 100% of each class of outstanding cash & cryptocurrency pre-funded warrants, increasing the target from the previous 95%.
  • The Company added two new classes to the offer: cash stapled warrants & cryptocurrency stapled warrants, both exercisable at $9.75 per share with a purchase price of $0.17 each.
  • The amended offer expiration date has been extended to 11:59 p.m. New York City time on November 12, 2026.
  • Terms for common stock & strategic warrants remain unchanged, with SkyAI purchasing up to 95% of each class at $3.00 per share or warrant.
  • Each security class remains subject to an independent 50% minimum subscription condition for the tender to be accepted.
  • If all sought securities are tendered, SkyAI will pay approximately $214.3 million from cash on hand, with no financing condition attached.
  • SkyAI previously sold approximately 2 million SOL for an average net price of $107.20, currently holds $223 million in cash, & no longer holds any SOL.
  • Under the agreement, Bastion is prohibited from acquiring securities, nominating directors, or influencing management for three years following the signing.
  • The Board approved the offer amendments but issued no recommendation to shareholders or warrant holders regarding participation.
  • The agreement terminates if SkyAI fails to complete the tender offer.