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Smith& Wollensky Restaurant Group

Company Name:
Smith& Wollensky Restaurant Group Inc.
Updated:
Thu, 2007-06-14 22:00
Method:
Merger
Tender Limit:
Unlimited
Tender Price:
11.00
Current Price:
11.00
Broker Held Shares:
OK
Vote Date:
Thu, 2009-08-20 10:00
Phase:
Completed
SEC Filings:
Notes:

Ticker: SWRG

Shares closed at $10.88 on 5/16/2007.

"SWRG has agreed to pay to Grill, or to such persons designated by Grill, a non-refundable termination fee of $3,900,000, and/or to reimburse Grill up to a maximum of $600,000 for all reasonable out-of-pocket fees and expenses incurred in connection with the merger agreement.

Financing:

Grill estimates that the total amount of funds necessary for it to complete the merger and the related transactions and pay related fees and expenses, will be approximately $103,258,000. Grill expects this amount to be provided by cash equity contributions, cash and/or stock contributions of $6,850,000 from the sale at closing to Alan N. Stillman or his designees of certain assets of SWRG described under the section entitled "Interests of SWRG's Directors and Executive Officers in the Merger—Stillman Transaction", a secured credit facility and possibly alternative financing. Mr. Stillman will use his personal funds, including funds received in the merger with respect to shares of Common Stock owned by him, to make any payments required in connection with the Stillman Transaction"

Grill estimates that the total amount of funds necessary for it to complete the merger and the related transactions and pay related fees and expenses, will be approximately $103,258,000. Grill expects this amount to be provided by cash equity contributions, cash and/or stock contributions of $6,850,000 from the sale at closing to Alan N. Stillman or his designees of certain assets of SWRG described under the section entitled "Interests of SWRG's Directors and Executive Officers in the Merger—Stillman Transaction", a secured credit facility and possibly alternative financing. Mr. Stillman will use his personal funds, including funds received in the merger with respect to shares of Common Stock owned by him, to make any payments required in connection with the Stillman Transaction"

Originally posted here in the forum.

Liberty Global A

Stock Name:
Liberty Global Series A
Tender Offer Min:
40.00
Tender Offer Max:
44.00
Last Trade:
40.73
Potential Gain Min:
-1
Potential Gain Max:
8
Expires:
Mon, 2007-09-10 17:00
Tender Amount:
Up to 5,682,000 shares
Stage:
Cash Received
SEC Filings:
  • Final Results - 9/14/2007
  • Preliminary Results - 9/11/2007
  • Tender Offer Statement - 8/10/2007
  • Details:
    The purchase price for the Series A tender offer is $43.00 per share.  Final proration factor was 85.08785% for the Series A tender offer. - 9/14/2007
    If I own fewer than 100 shares of either or both series of common stock subject to the tender offers and I tender all of my shares, will I be subject to proration?
    If you beneficially own fewer than 100 shares of Series A common stock, in the aggregate, you properly tender all of these shares at or below the Series A purchase price and do not properly withdraw them prior to the expiration date for the Series A tender offer and you complete the section entitled “Odd Lots” in the applicable letter of transmittal and, if applicable, in the notice of guaranteed delivery, we will purchase all of your shares of Series A common stock without subjecting them to the proration procedure. Similarly, if you beneficially own fewer than 100 shares of Series C common stock, in the aggregate, you properly tender all of these shares at or below the Series C purchase price and do not properly withdraw them prior to the expiration date for the Series C tender offer and you complete the section entitled “Odd Lots” in the applicable letter of transmittal and, if applicable, in the notice of guaranteed delivery, we will purchase all of your shares of Series C common stock without subjecting them to the proration procedure. See Section 1.

     

    Integral Systems

    Stock Name:
    Integral Systems
    Tender Offer Min:
    27.00
    Tender Offer Max:
    27.00
    Last Trade:
    22.85
    Potential Gain Min:
    18
    Potential Gain Max:
    18
    Expires:
    Tue, 2007-09-11 23:59
    Tender Amount:
    Up to 1,850,000 Shares
    Stage:
    Cash Received
    SEC Filings:
    Details:

    Ticker: ISYS

    The company has accepted for purchase 1,850,000 shares of its common stock at a purchase price of $27.00 per share. The expected proration factor is approximately 20.8%. - 9/14/2007

    "If more than 1,850,000 shares are tendered, we will purchase all shares tendered on a pro rata basis, except for “odd lots” (lots held by beneficial or record owners of less than 100 shares), which we will purchase on a priority basis." - 8/15/2007

    How will we pay for the shares?

    Assuming we purchase 1,850,000 shares in the Offer at the specified purchase price of $27.00 per share, approximately $50.0 million will be required to purchase such shares. We expect that the maximum aggregate cost of this purchase, including all fees and expenses applicable to the Offer, will be approximately $50.75 million. We will use cash on hand to purchase shares in the Offer and to pay all related fees and expenses. See Section 9. "

    No decrease of more than 10% in the market price of our Common Stock or in the Dow Jones Industrial Average, the Nasdaq Global Select Market Composite Index or the Standard & Poor’s Composite Index of 500 Industrial Companies measured from the close of trading on August 13, 2007, the last trading day prior to commencement of the Offer, shall have occurred.

    There is a $0.07 dividend which goes ex-date on 8/27.

    See the extensive discussion of Integral Systems (ISYS) in the forum.

    Hudson Technologies

    Stock Name:
    Hudson Technologies Inc
    Tender Offer Min:
    1.12
    Tender Offer Max:
    1.12
    Last Trade:
    1.15
    Potential Gain Min:
    -2
    Potential Gain Max:
    -2
    Expires:
    Fri, 2007-09-07 17:00
    Tender Amount:
    Up to 1,167,400 Shares
    Stage:
    Completed
    SEC Filings:
  • Final Results - 9/11/2007
  • Tender Offer Amendment - 8/7/2007
  • Tender Offer Statement - 6/29/2007
  • Details:

    Ticker: HDSN

    A total of 55,353 shares of Hudson's common stock were tendered to, and accepted for purchase at $1.12 per share by Hudson in the Tender Offer. - 9/11/2007

    "first, all “odd lots” of 100 shares or less from holders who properly tender all of their shares at the purchase price determined in the Tender Offer and who do not properly withdraw them before the Expiration Time;" - 6/29/07

    BancFirst

    Stock Name:
    BancFirst Corporation
    Tender Offer Min:
    39.50
    Tender Offer Max:
    45.00
    Last Trade:
    43.41
    Potential Gain Min:
    -9
    Potential Gain Max:
    3
    Expires:
    Tue, 2007-09-04 17:00
    Tender Amount:
    Up to 500,000 shares
    Stage:
    Completed
    SEC Filings:
  • Final Results - 9/14/2007
  • Tender Offer Amendment - 8/8/2007
  • Tender Offer Statement - 8/3/2007
  • Details:

    Ticker: BANF

    "BancFirst Corporation has accepted for purchase 539,453 shares of its common stock at a price per share of $45.00, including all “odd lots” properly tendered and not withdrawn." - 9/14/2007

    "First, we will purchase all Odd Lots (as defined in Section 1) of less than 100 Shares at the Purchase Price from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date" - 8/3/2007

    BancFirst shares closed trading at $40.59 on Wednesday, 3:00pm (CDT).

    Originally posted in the forum.

    Liberty Global C

    Stock Name:
    Liberty Global Series C
    Tender Offer Min:
    40.00
    Tender Offer Max:
    44.00
    Last Trade:
    39.16
    Potential Gain Min:
    2
    Potential Gain Max:
    12
    Expires:
    Mon, 2007-09-10 17:00
    Tender Amount:
    Up to 5,682,000 shares
    Stage:
    Completed
    SEC Filings:
  • Final Results - 9/14/2007
  • Preliminary Results - 9/11/2007
  • Tender Offer Statement - 8/10/2007
  • Details:
    The purchase price for the Series C tender offer is $40.00 per share with a 83.5237% proration factor for the Series C tender offer. - 9/14/2007
    If I own fewer than 100 shares of either or both series of common stock subject to the tender offers and I tender all of my shares, will I be subject to proration?
    If you beneficially own fewer than 100 shares of Series A common stock, in the aggregate, you properly tender all of these shares at or below the Series A purchase price and do not properly withdraw them prior to the expiration date for the Series A tender offer and you complete the section entitled “Odd Lots” in the applicable letter of transmittal and, if applicable, in the notice of guaranteed delivery, we will purchase all of your shares of Series A common stock without subjecting them to the proration procedure. Similarly, if you beneficially own fewer than 100 shares of Series C common stock, in the aggregate, you properly tender all of these shares at or below the Series C purchase price and do not properly withdraw them prior to the expiration date for the Series C tender offer and you complete the section entitled “Odd Lots” in the applicable letter of transmittal and, if applicable, in the notice of guaranteed delivery, we will purchase all of your shares of Series C common stock without subjecting them to the proration procedure. See Section 1.

     

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