Archived
Franklin Covey
Submitted by George on Thu, 2008-08-28 23:16.Notes:
"we will purchase all shares tendered at or below the purchase price on a pro rata basis, except for "odd lots" (of less than 100 shares), which we will purchase on a priority basis (though tenders of less than all of the shares owned by an odd lot holder will not qualify for this priority), and except for each conditional tender whose condition was not met, which we will not purchase" Source: 7/29/2008 Tender Offer Statement
First discussed in the forum, under Franklin Covey plans Dutch Tender Offer.
Preliminary results: Based on a preliminary count by the depositary, the tender offer is oversubscribed and the Company expects to accept for purchase, on a pro rata basis, approximately 96.5% of the shares validly tendered at $9.25. Source: Press Release 8/28/2008
CyberOptics
Submitted by George on Mon, 2008-08-11 17:37.Based on this forum post.
"If, based on the purchase price we determine, more than $15,000,000 in value of shares are properly tendered and not properly withdrawn, we will purchase all shares tendered at or below the purchase price on a pro rata basis, except for “odd lots” (lots of less than 100 shares), which we will purchase on a priority basis (though tenders of less than all of the shares owned by an “odd lot” holder will not qualify for this priority)," Source: Tender Offer Statement 6/30/2008
Preliminary Results: CyberOptics expects to accept for payment 1,500,000 shares of its common stock, or approximately 18.3% of its outstanding shares at July 29, 2008, at a purchase price of $10.00 per share. Based on the preliminary count, an aggregate of 1,590,228 shares were properly tendered and not withdrawn at a price of $10.00 or less, including approximately 33,685 shares that were tendered through notice of guaranteed delivery.
United Rentals
Submitted by George on Wed, 2008-07-30 23:22.Odd lot priority: "If more than 27,160,000 shares (or such greater number of shares as we may elect to purchase, subject to applicable law) are properly tendered and not properly withdrawn, we will purchase shares in the following order of priority: First, we will purchase all lots of less than 100 shares tendered in their entirety (“Odd Lots”) at the Purchase Price from shareholders who properly tender all of such shares at or below the Purchase Price and who do not properly withdraw those shares before the Expiration Date;" - 6/17/2008
Are there any conditions to the Offer?
Our obligation to purchase shares tendered depends upon a number of conditions that must be satisfied or waived by us, at or prior to the Expiration Date, including:
• No legal action shall have been instituted, threatened in writing, pending or taken that challenges or affects the Offer or could reasonably be expected to materially and adversely affect our and our subsidiaries’ business, properties, assets, liabilities, capitalization, shareholders’ equity, financial condition, operations, results of operations or prospects or otherwise materially impairs the contemplated
future conduct of our business or our ability to exercise full rights of ownership or purchase and hold all shares purchased in the Offer;
ASE Test LTD
Submitted by George on Fri, 2008-07-11 15:13.Ticker: ASTSF
"The scheme is not subject to any financing conditions."
ASE Test closed 1/7/08 at $14.36.
Meeting is set for May 6, 2008.
Dominion Homes
Submitted by George on Fri, 2008-07-11 12:10.Ticker: DHOM
Conditions:
• the Merger Agreement must be adopted by the affirmative vote of the holders of at least a majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting, although as of the record date, the number of shares of Common Stock held by the Investor Group is in excess of the required majority necessary to adopt the Merger Agreement, and as a result the Company anticipates that the approval of the Merger Agreement will be duly authorized at the Special Meeting;
• there is no order, injunction, decree or other legal restraint or prohibition preventing the consummation of the Merger; and no governmental entity will have filed any action seeking to enjoin, restrain or otherwise prohibit the Merger;
• all required consents or approvals of any governmental authorities have been received;
• the Company’s, Parent’s and Merger Sub’s respective representations and warranties in the Merger Agreement must be true and correct as of the effective time of the Merger in the manner described under the caption “THE MERGER AGREEMENT—Conditions to the Merger”;
• the Company, Parent and Merger Sub must have performed in all material respects all obligations that each is required to perform under the Merger Agreement;
• no Material Adverse Effect (as defined in the Merger Agreement) with respect to the Company or any of its subsidiaries shall have occurred since the date of the Merger Agreement;
Sunstone Hotel Investors
Submitted by George on Fri, 2008-07-11 10:34.Ticker: SHO
"If more than 6,200,000 shares are tendered, all shares tendered at or below the Purchase Price will be purchased on a pro rata basis, except for “odd lots” (lots held by stockholders of fewer than 100 shares who tender all of their shares), which will be purchased on a priority basis, and conditional tenders whose condition was not met, which will not be purchased." - 6/2/2008
"On May 30, 2008, we sold the Hyatt Regency Century Plaza for gross proceeds of approximately $366.5 million in cash and intend to use a portion of those proceeds to fund the Purchase Price." - 6/2/2008
The company will pay out a dividend of $0.35 which goes ex-date on 6/26.
The company amended the tender price range to a price not less than $16.75 and not greater than $19.25 per share. - 6/16/2008
Final results: The Company has accepted for purchase 7,374,179 shares, representing approximately 13% of its outstanding Common Stock, at a price of $17.50 per share. The proration factor is approximately 95.67% of the shares properly tendered and not withdrawn at or below $17.50 per share.
