SkyAI expands cash tender to $214M after Bastion settlement, sells all SOL
SkyAI has expanded its proposed cash tender offer to approximately $214.3 million after reaching an agreement with major shareholder Bastion Trading, completing the sale of its entire Solana treasury to fund the transaction.
Summary
- SkyAI raised its maximum proposed tender payment to $214.3 million after settling with Bastion Trading.
- Bastion agreed to tender its securities and accept a three-year restriction on shareholder activism.
- SkyAI sold approximately 2 million SOL at an average net price of $107.20 per token.
- The amended offer covers all eligible pre-funded and stapled warrants, with differing prices and conditions.
- SKYA closed at $2.91 on October 27, below the $3.00 common-share tender price.
According to the company’s October 27 announcement, Bastion and its affiliates have agreed to tender all their common shares, pre-funded warrants and stapled warrants under the revised offer. The agreement includes a three-year standstill and moves the tender deadline to November 12, giving other eligible investors additional time to decide whether to participate.
The Nasdaq-listed company said it holds approximately $223 million in cash after selling roughly 2 million SOL in recent weeks. It has ruled out repurchasing Solana once the tender closes, ending a treasury strategy that previously formed a central part of its investment proposition.
SkyAI raises tender offer after agreement with Bastion
The revised terms increase SkyAI’s proposed purchases of cash pre-funded and cryptocurrency pre-funded warrants from 95% to 100% of each outstanding class. Their purchase price remains $3.00 per warrant, less the $0.0001 exercise price.
For the first time, the company will include its outstanding cash stapled and cryptocurrency stapled warrants. Both classes carry a $9.75 exercise price, and SkyAI will offer $0.17 in cash for each warrant tendered.
Common shareholders and holders of strategic warrants will retain their existing terms. SkyAI intends to purchase up to 95% of each class at $3.00 per share or strategic warrant, subject to the applicable exercise-price adjustment.
The common shares, strategic warrants and two pre-funded warrant classes each retain a 50% minimum participation condition. SkyAI said the conditions apply independently, meaning participation in one class does not determine whether another class meets its threshold.
If holders tender every security sought, the company expects to spend around $214.3 million, up from the previous maximum of approximately $201.3 million. The extra commitment amounts to roughly $13 million, principally following the addition of stapled warrants and expanded pre-funded warrant coverage.
Bastion accepts three-year standstill under settlement
Bastion’s agreement follows a public dispute over SkyAI’s original tender proposal. The investor had sought a higher purchase price, arguing that the original $3.00 offer undervalued the company’s remaining assets.
As crypto.news previously reported on Bastion’s objections, the shareholder had called for a price of at least $3.50 while SkyAI prepared to liquidate its cryptocurrency holdings.
Bastion’ October 27 statement identifies holdings of 4,649,745 common shares, 4,234,615 cash pre-funded warrants and 5,384,615 cash stapled warrants. It has committed to tender those securities and refrain from withdrawing them, subject to the agreement’s terms.
The settlement restricts Bastion from acquiring additional SkyAI securities, nominating directors, submitting shareholder proposals or seeking influence over management for three years. Mutual releases and non-disparagement provisions form part of the agreement, which terminates if SkyAI fails to complete the tender.
Executive Chairman Paul Danner described the deal as a constructive resolution and said the revised terms give holders of comparable warrants the same opportunity to receive cash.
SkyAI completes Solana treasury exit before tender deadline
SkyAI disclosed that it sold approximately 2 million SOL at an average net price of $107.20 per token. At that average, the sale represents roughly $214.4 million in proceeds, although the company’s cash position includes its other financial resources.
The disposal completes a process that began with the sale of about 1 million SOL earlier in October. Subsequent sales left the company without any SOL by October 16, according to its previous disclosures.
The company had confirmed its treasury liquidation while preparing the original tender offer, which initially sought up to 95% of eligible securities. The revised agreement does not restore its cryptocurrency investment strategy.
SkyAI’s reported $223 million cash balance exceeds the maximum tender payment by approximately $8.7 million before considering related expenses. The company said it will fund purchases from existing cash and that the offer carries no financing condition.
SKYA stock trades below $3 tender price
SkyAI shares closed at $2.91 on October 27, gaining 0.69% during the session, according to Google Finance data. The closing price was $0.09 below the $3.00 common-share tender price, equivalent to approximately 3.1% of the market close.
The company has moved the offer’s expiration to one minute after 11:59 p.m. New York City time on November 12, unless it changes the schedule. It intends to amend its Schedule TO filing with the Securities and Exchange Commission to document the revised terms.
SkyAI’s board approved the tender amendments but made no recommendation on whether security holders should participate. Shareholders and warrant holders must make their own decisions after reviewing the formal tender materials.