CTM Media Holdings
Notes:
The tender is for both A and B class shares. The ticker for the A class is CTMMA.PK and B is CTMMB.PK.
Odd Lot Preference: Upon the terms and subject to the conditions of the Offer, we will accept for payment, without proration, all shares validly tendered on or prior to the Expiration Date by or on behalf of stockholders who beneficially held, as of the close of business on November 17, 2009, and continue to own beneficially as of the Expiration Date, fewer than 100 shares of Class A common stock or fewer than 100 shares of Class B common stock (“Odd Lot Owners”). However, to avoid proration, an Odd Lot Owner must validly tender all shares of the relevant class of shares that the Odd Lot Owner beneficially owns. Partial tenders of Odd Lots will not qualify for this preference.
Source of Funds: "We plan to obtain the funds needed for the Offer from cash on hand. We will not borrow any of the funds needed to complete the Offer."
Amendment: 12/3/2009 - The Company is now offering to purchase up to 432,019 shares of its Class A common stock or any lesser number of Class A shares that stockholders properly tender in the Offer, and up to 2,357,994 shares of its Class B common stock or any lesser number of Class B shares that stockholders properly tender in the Offer. The expiration date of the Offer was extended until 5:00 p.m., New York City time, Thursday, December 17, 2009, as well as other related changes, as set forth herein. All other information set forth in the Schedule TO remains unchanged.
Expiration: The deadline for tendering the Class A shares and Class B shares in the tender offer has been extended from 5:00 p.m., New York City time, on Thursday, December 17, 2009, until 5:00 p.m., New York City time, on Tuesday, December 22, 2009, unless further extended. The tender offer remains subject to all previously announced terms and conditions.
Results: The Offer expired at 5:00 p.m., New York City time, on Tuesday, December 22, 2009. American Stock Transfer & Trust Company, the depositary for the Offer, has advised the Company that 178,517 shares of Class A common stock and 794,128 shares of Class B common stock (collectively, the “Tendered Shares”) were validly tendered and not withdrawn. The Tendered Shares represent approximately 13.9% of the Class A common stock, 11.5% of the Class B common stock and 10.5% of the all the shares (including its Class C common stock) of capital stock of the Company, in each case, outstanding on December 21, 2009. The Company has accepted for payment all of the Tendered Shares pursuant to the terms of the Offer at a purchase price of $1.10 per share, for a total cost of $1,069,909.50, excluding fees and expenses related to the Offer. The depositary will promptly issue payment for the Tendered Shares.
