Notes:

The company will provide for the reclassification of shares (the “Reclassification”) of their common stock held by each shareholder of record, as reflected on the books of the Company, of fewer than 2,000 shares of common stock into newly designated shares of Series AAA Preferred Stock, on the basis of one share of Series AAA Preferred Stock for each share of common stock held by such shareholder (such amendment subject to shareholder vote, together with an amendment establishing the terms of the Series AAA Preferred Stock, collectively, the "Articles of Amendment"). All other shares of common stock will remain outstanding and be unaffected by the Reclassification. No cash will be paid to shareholders as consideration for their shares—only shares of Series AAA Preferred Stock will be issued. Dissenters’ rights are available, however, and shareholders who exercise those rights as described in the enclosed proxy statement will be entitled to receive cash for their shares.

The Series AAA Preferred Stock has a liquidation value of $16.24 per share.

Notes:

This is both a going private transaction and an odd-lot tender offer!

Source of funds: "We anticipate that we will pay for the shares purchased in the Offer and the related fees and expenses from the Company’s deposit account with Greenville Federal. There are no plans for alternative funding."

Odd-lot preference: 'If more than 200,000 shares are tendered, we will purchase all shares tendered at or below the Purchase Price on a pro rata basis, except for “odd lots” (lots held by stockholders of less than 100 shares who tender all of their shares), and conditional tenders whose conditions were not met. We will purchase odd lots on a priority basis."

Final Results: 11/18/2009 - The Company has accepted for purchase 200,006 shares at a purchase price of $6.50 per share, for a total cost of approximately $1,300,000. A total of 303,532 shares were validly tendered and not withdrawn at the $6.50 purchase price. After the purchase of shares tendered by those persons holding fewer than 100 shares, a pro ration factor of 65.47% resulted for the remaining shares tendered at that price.

Notes

Originally posted in the forum under the Cardiome Odd Lot NASDAQ: CRME thread.

Odd-lot provision: "If you beneficially own less than 100 common shares at the close of business on the Expiration Date and you deposit or are deemed to deposit all of your common shares to the Offer at or below the Purchase Price, we will accept all of your common shares for purchase without pro-ration (but otherwise subject to the terms and conditions of the Offer)."

Source of funds: "We will fund any purchases of common shares under the Offer from available cash on hand. Assuming the Offer is fully subscribed, the aggregate purchase price will be US$27.5 million."

Notes

Odd-Lot provision: "If a Stockholder holds in the aggregate less than one hundred shares of Common Stock (i.e., an “odd lot”) and tenders all his or her Common Stock, and so certifies in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, all such Common Stock tendered will be accepted and will not be taken into account in prorating the remaining Common Stock."

Source of funds: "Each Fund intends to use cash on hand and also may sell portfolio securities to pay the purchase price for Common Stock tendered."

Conditions: "The Offers are not conditioned upon the Funds obtaining financing or upon any minimum number of shares of Common Stock being tendered."

Preliminary results: 10/19/09 - 2,137,339 shares tendered, 13.39% of shares outstanding. 

Notes

Odd-Lot provision: "If a Stockholder holds in the aggregate less than one hundred shares of Common Stock (i.e., an “odd lot”) and tenders all his or her Common Stock, and so certifies in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, all such Common Stock tendered will be accepted and will not be taken into account in prorating the remaining Common Stock."

Source of funds: "Each Fund intends to use cash on hand and also may sell portfolio securities to pay the purchase price for Common Stock tendered."

Conditions: "The Offers are not conditioned upon the Funds obtaining financing or upon any minimum number of shares of Common Stock being tendered."

Preliminary results: 10/19/09 - 1,422,984 shares tendered, 23.25% of shares outstanding. 

Notes

Odd-Lot provision: "If a Stockholder holds in the aggregate less than one hundred shares of Common Stock (i.e., an “odd lot”) and tenders all his or her Common Stock, and so certifies in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, all such Common Stock tendered will be accepted and will not be taken into account in prorating the remaining Common Stock."

Source of funds: "Each Fund intends to use cash on hand and also may sell portfolio securities to pay the purchase price for Common Stock tendered."

Conditions: "The Offers are not conditioned upon the Funds obtaining financing or upon any minimum number of shares of Common Stock being tendered."  

Preliminary results: 10/19/09 - 3,827,666 shares tendered, 5.59% of shares outstanding.