Boss Holdings Announces Dutch Auction Tender Offer

KEWANEE, Ill., May 16, 2022 /PRNewswire/ -- Boss Holdings, Inc. (OTC Markets: "BSHI") ("Boss" or the "Company") announced today that it has commenced a "Dutch auction" tender offer (the "Tender Offer") to purchase for cash up to $3 million in value of its common stock (the "Common Stock") at a price per share not less than $20.00 and not greater than $24.00 per share, less any applicable withholding taxes and without interest, using available cash on hand. The Tender Offer will expire at 5:00 p.m., Central Daylight time, on June 28, 2022, unless extended or earlier terminated in accordance with applicable legal and regulatory requirements.

Assuming that the conditions to the Tender Offer are satisfied or waived and the Tender Offer is fully subscribed, if the purchase price per share of all acquired shares is $20.00 (the low end of the price range), the Company would purchase 150,000 shares, and if the purchase price per share of all acquired shares is $24.00 (the high end of the price range), the Company would purchase 125,000 shares, representing approximately 7.55% and 6.29%, respectively, of the Company's outstanding Common Stock as of May 12, 2022. If shares having an aggregate purchase price of more than $3,000,000 are tendered in the Tender Offer, the Company reserves the right to accept for purchase pursuant to the Tender Offer up to an additional 2% of its outstanding shares of Common Stock without extending the expiration date. The Company also expressly reserves the right, in its sole discretion, to extend the expiration date of the tender offer, subject to applicable legal and regulatory requirements. Stockholders that do not wish to participate in the Tender Offer do not need to take any action.

A "Dutch auction" tender offer allows stockholders to indicate how many shares of Common Stock and at what price within the specified price range they wish to tender their shares. The Company will accept shares first on the basis of the lowest price specified by tendering shareholders within the specified price range and then proceeding up through the next highest incremental prices specified by tendering shareholders until a total of $3,000,000 has been expended, or a lower amount depending on the number of shares properly tendered pursuant to the terms of the Tender Offer.

To tender shares of Common Stock, stockholders must follow the instructions described in the Offer to Purchase and the Letter of Transmittal that the Company is providing to each shareholder and posting on its corporate website (www.bossholdingsinc.com) Those documents contain the specific terms and conditions of the Tender Offer.

The Tender Offer will not be contingent upon any minimum number of shares being tendered or any financing conditions. The Tender Offer will, however, be subject to other conditions, as disclosed in the Offer to Purchase. The Company's Board of Directors (the "Board") believes the Dutch auction tender offer is a mechanism that both affords all stockholders the opportunity to tender all or a portion of their shares, and also affords stockholders the option not to participate and, thereby, to increase their relative percentage interest in the Company and its future results. In addition, our Board believes the tender offer provides stockholders with an opportunity to obtain liquidity with respect to all or a portion of their shares, with less potential disruption to the share price and the usual transaction costs inherent in open market purchases and sales.

The Information Agent for the Tender Offer is Morrow Sodali LLC, and the Depositary is Continental Stock Transfer & Trust Company. The Offer to Purchase, the Letter of Transmittal and related documents will be mailed to registered holders of Common Stock. Beneficial holders will receive the Offer to Purchase and a communication from their bank, broker or custodian. For questions and information, please call the Information Agent, Morrow Sodali LLC at (203) 658–9400.

Certain Information Regarding the Tender Offer

The information in this press release describing the Tender Offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of Common Stock in the Tender Offer. The Tender Offer is being made only pursuant to the Offer to Purchase and the related materials provided by the Company to its stockholders, as they may be amended or supplemented. Stockholders should read the Offer to Purchase and related materials carefully and in their entirety because they contain important information, including the various terms and conditions of the Tender Offer. Stockholders of the Company may obtain a free copy of the Offer to Purchase and other documents related to the Tender Offer from the Company's website at www.bossholdingsinc.com. Stockholders also will be able to obtain a copy of these documents, without charge, from Morrow Sodali LLC, the Information Agent for the Tender Offer, at (203) 658-9400. Stockholders are urged to carefully read all of these materials prior to making any decision with respect to the Tender Offer.

About Boss Holdings

Boss Holdings, Inc., headquartered in Kewanee, IL, trades on the OTC Pink Open Market under the symbol BSHI. Its wholly owned subsidiary, Massachusetts-based Boss Pet Products, Inc., distributes pet grooming supplies, equipment, pet leashes, toys, apparel, health and wellness products. Other Boss Holdings subsidiaries include Ohio-based Galaxy Balloons, Inc., which distributes custom imprinted balloons, inflatables and other products for the promotional products industry, and Boss Tech Products, Inc., which, through its business division, Aries Manufacturing, supplies and distributes cell phone accessories, including charging solutions, hands-free headsets, speakers and related products. To learn more about Boss Holdings, Boss Pet Products, and Aries Manufacturing please visit: BossHoldingsInc.com, Bosspetedge.com and AriesManufacturing.com.

FORWARD-LOOKING STATEMENTS

This press release contains statements that are not historical in nature, are predictive in nature, or that depend upon or refer to future events or conditions or otherwise contain forward-looking statements, including statements concerning such things as Boss's ability to complete the Tender Offer. These statements are based on management's expectations as of the date hereof and assumptions that are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict, and actual results may be materially different from our current expectations and any past or future results. The Company undertakes no obligation to update any forward-looking statement, and investors are cautioned not to place undue reliance thereon.

SOURCE Boss Holdings, Inc.