GE Commences Exchange Offer Related to Synchrony (SYF) Spin
這陣子收到 Charles Schwab的通知,
或是將價值100元的GE股票換成價值107.53元的 SYF, 也就是 7.53% discount。
General Electric Company (GE), is offering to exchange outstandingshares of GE common stock for up to 705,270,833 shares Synchrony Financialcommon stock.
For each $100 of GEcommon stock accepted for exchange, holders will receive approximately $107.53 ofSynchrony common stock, subject to an upper limit of 1.1308 shares of Synchronycommon stock per share of GE common stock. Cash will be paid in lieuof any fractional shares. The exchange offer does not provide for aminimum exchange ratio. However, if the upper limit is in effect, you willreceive less than $107.53 of Synchrony common stock for each $100 of GE commonstock tendered, and you could receive much less.
The exchange offer is subject to proration if theoffer is oversubscribed. Therefore, GE may accept only a portion ofyour tendered shares, except beneficial holders of 99 shares or less (inaggregate) who validly tender all theirshares.
For the purposes of thisoffer, aggregate is defined as the combined total number of shares held by a beneficial owner; this includes shares held in separate accountsregistered to the same beneficial owner.Submitted instructions for holders that beneficially own anaggregate of 100 shares or more will be subject to proration.
The value of GE commonstock and Synchrony common shares will be determined by GE byreference to the simple arithmetic average of the daily volume-weighted averageprices (VWAP) on each of the Valuations Dates of GE common stock on the NewYork Stock Exchange and Synchrony common stock on the New York Stock Exchangeon each of the last three trading days ending on and including the secondtrading day preceding the expiration date of the offer (the AveragingDates). Based on an expiration date of November 16, 2015, thevaluation dates are expected to be November 10, 2015 through November 12, 2015.
The indicative exchangeratio and the daily VWAP of both GE common stock and Synchrony common
stock are available at the website edocumentview.com/GEexchangeafter the close of trading on the third trading day of the exchange offer andfor each day during the exchange offer.
GE's obligation toexchange shares of its common stock for Synchrony common shares is subject tothe satisfaction or waiver of various conditions. GEreserves the right to amend, extend, withdraw or terminate the Exchange Offer.
The Exchange Offer does not constitute an offer orinvitation to participate in the Exchange Offer in any jurisdiction in which it is unlawful to doso. Residency restrictions may apply outside of the United States;as such acceptance is at the sole discretion of the Company.
Participating in the Exchange Offer involves risk.Holders must obtain and read the offering materials before making a decisionwith respect to this Offer.
If you wish to participate in the offer, you mustgive your instructions to Schwab. If you have questions regarding the terms of the offer, or for a copy of the Offer toExchange, please contact Georgeson Inc. (the Information Agent) at (866)300-8594.
Exchange: Exchange all or a portion ofyour GE shares for Synchrony common stock, subject to proration.
Decline/Take No Action: If you do not wishto participate in this offer, no further action is required and you willcontinue to hold your shares.