Monster Beverage announces final results of tender offer

Monster Beverage announced the final results of its modified “Dutch auction” tender offer, which expired at 11:59 p.m., New York City time, on June 5, 2024. Based on the final count by Equiniti Trust Company, LLC, the depositary for the tender offer, a total of 119,018,767 shares of Monster’s common stock were validly tendered and not validly withdrawn at the final purchase price of $53.00 per share or as purchase price tenders, which includes shares that were tendered through notice of guaranteed delivery at the final purchase price of $53.00 per share or as purchase price tenders. In accordance with the terms and conditions of the tender offer, Monster accepted for purchase a total of 56,603,773 shares of its common stock, representing approximately 5.4% of the shares issued and outstanding immediately prior to the completion of the purchase, at the final purchase price of $53.00 per share, for an aggregate purchase price of approximately $3.0 billion, excluding fees and expenses relating to the tender offer. Because the number of shares tendered at the final purchase price of $53.00 per share or as purchase price tenders would have exceeded the aggregate purchase price of the tender offer, shares were accepted for purchase on a pro rata basis, except for tenders of “odd lots,” which will be accepted in full, and conditional tenders that will automatically be regarded as withdrawn because the condition was not satisfied. Monster has been informed by the depositary that the final proration factor for the tender offer is approximately 47.18%. The depositary will promptly pay for all the shares accepted for purchase pursuant to the tender offer and will return all other shares tendered and not purchased. Rodney Sacks and Hilton Schlosberg, who are Monster’s Co-CEOs and members of the Board of Directors, tendered 608,114 and 350,000 shares, respectively, that they beneficially own. Of these shares, 286,918 and 165,135, respectively, were accepted for purchase by Monster in the tender offer. Sterling Trustees LLC, which controls certain trusts and entities for the benefit of certain family members of Messrs. Sacks and Schlosberg, tendered 8,450,000 shares on behalf of such trusts and entities. Of these shares, 3,986,853 were accepted for purchase by Monster in the tender offer.