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Lindblad commences offer to exchange warrants for common stock

Lindblad Expeditions Holdings commenced an exchange offer and consent solicitation inviting holders of its publicly traded warrants that were issued in connection with the company's initial public offering to receive 0.385 shares of its common stock in exchange.

Warrant holders are also entitled to purchase shares for $11.50, subject to adjustments. As of June 13, 4,745,908 public warrants were outstanding.

A similar offer applies to holders of Lindblad's privately issued warrants. As of June 13, 5,339,566 private warrants were outstanding.

Offering up to nearly 3.9m shares

Pursuant to the offer, Lindblad is offering up to an aggregate of 3,882,907 shares of common stock in exchange for the warrants. The proposed maximum price per share is $16.42, the average of the high and low prices of Lindblad common stock on June 11 on the NASDAQ Capital Market.

Concurrently, Lindblad solicited consents from warrant holders to amend the agreement that governs all of the warrants to permit the company to require that each outstanding warrant be exchanged into 0.36575 shares of common stock, which is a ratio 5% less than the ratio applicable to the offer.

The holders of the private warrants have advised they intend to tender all of their private warrants in the exchange offer. When this occurs, the warrant amendment will be adopted.

Citigroup is dealer manager

Citigroup Global Markets is the dealer manager for the offer and consent solicitation.

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