OSPN.US Tender Offer

ONESPAN INC (OSPN.US), is offering to purchase for cash up to $20 million in value of shares of its Common Stock, par value $0.001 per share (the “Shares”), at a price not greater than $11.00 nor less than $9.50 per Share, as set forth in the Offer to Purchase (defined below), to the seller in cash, less any applicable withholding taxes and without interest. The Company’s offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated 13/11/2023 (together with any amendments or supplements thereto, the “Offer to Purchase”), the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal”) and other related materials as may be amended or supplemented from time to time (collectively, with the Offer to Purchase and the Letter of Transmittal, the “Tender Offer”)

Participants are advised that this offer has the following feature:
- Conditional tender: Participants are advised that as per the terms of the offer, tender instructions should be accepted on the condition that a minimum share amount of the total share amount stated in your PTOP instruction is accepted by the offeror.

- Odd lot preference: a holder´s entire position must be tendered. Participants entering instructions on behalf of beneficial holders of 99 shares or less, if accepted, will be exempt from any prorated acceptance.

The terms of the offer are as follows (subject to proration):

Minimum bid: 9.50 USD
Maximum bid: 11.00 USD

The terms of the offer are as follows:

Option (1) - Take no action [Default Option]

Option (2) - Tender shares - SPECIFY PRICE FROM $9.50 TO $11.00

Option (3) - Tender shares – No Specified Price

***No response is required for holders electing Option (1) ***

Guaranteed Delivery: No

The deadline to tender shares to the offer will be 04/12/2023 @16:00 (HONG KONG TIME GMT+8).

In the absence of an election, no action will be taken.

Please fill in the following information and use the registered email address of Futu to send an email to cs@futuhk.com.
1. Account Number:
2. Name: (In Chinese or English)
3. Stock code: OSPN.US
4. Options: (1) or (2) or (3)
5. Number of shares participating in corporate actions:

Note to applicants:
1. If shareholders holding 1 share or less of OSPN.US, they cannot participate in related corporate actions.
2. Option (1) is the default option. We will help clients to choose option 1 if have not received clients’ emails.
3. Once the relevant application is submitted, the stocks participating in the company's actions cannot be traded and the application cannot be withdrawn.
4. This corporate action does not accept additional applications, the maximum number of applications that a client can apply for does not exceed the number of eligible shares it holds.
5. The pending orders and unsettled shares will not be accepted for the time being.
6. Please confirm that the account funds are sufficient to pay the relevant fees of this corporate action. Otherwise, we will not bear any responsibility for the failure of your application.
7. If there is any update, all the information released by the listed company shall prevail.

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