Josephchu0616
會員
UID 147
精華
0
積分 0
帖子 271
閱讀權限 10
註冊 2011-3-18 用戶註冊天數 4790
用戶失蹤天數 2280
101.8.206.76
|
|
請教有人遇過這種狀況嗎? - A Modified Dutch Auction
跟Mike桑一樣,我平常也不會跟我的公司聯絡,但今天,他們自己跑來跟我聯絡了。Outerwall(OUTR)有意回購我手中的股票,收購價介於76.32-66.82之間,要我出個價,但我又看不太懂下列信中所述畫底線這段,想請教一下同學,有遇過這種modified Dutch auction嗎?謝謝
Outerwall Inc., a Delaware corporation (the “Company,” “Outerwall,” “we,” “our” or “us”), invites our stockholders to tender up to $350 million in value of shares of our common stock, par value $0.001 per share (the “Shares”), for purchase by us at a price not greater than $76.32 nor less than
$66.82 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in this Offer to Purchase and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”).
Upon the terms and subject to the conditions of the Offer, promptly after the Expiration Date, we will select the lowest purchase price, not greater than $76.32 nor less than $66.82 per Share (such purchase price, the “Final Purchase Price”), that will allow us to purchase $350 million in value of Shares, or such lower amount equal to the value of the Shares properly tendered and not properly withdrawn. All Shares purchased in the Offer will be purchased at the Final Purchase Price, including those Shares tendered at a price lower than the Final Purchase Price. However, because of the “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, we may not purchase all of the Shares tendered at or below the Final Purchase Price if, based on the Final Purchase Price, Shares having an aggregate value in excess of $350 million are properly tendered and not properly withdrawn. Shares not purchased in the Offer will be returned to the tendering stockholders at our expense promptly after the Expiration Date.
We reserve the right, in our sole discretion, to change the per Share purchase price range and to increase or decrease the value of Shares sought in the Offer, in each case subject to applicable law. In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we may increase the value of Shares purchased in the Offer and thereby increase the number of Shares accepted for payment in the Offer by no more than 2% of the outstanding Shares without amending or extending the Offer. See Sections 1, 3 and 4.
As of February 3, 2014, we had 25,402,526 Shares outstanding. At the maximum Final Purchase Price of $76.32 per Share, we could purchase 4,585,953 Shares if the Offer is fully subscribed, which would represent approximately 18.1% of our outstanding Shares as of February 3, 2014. At the minimum Final Purchase Price of $66.82 per Share, we could purchase 5,237,952 Shares if the Offer is fully subscribed, which would represent approximately 20.6% of our outstanding Shares as of February 3, 2014.
|
|
|