Actua Corp

election_required = True...will I be subject to proration? If you (i) own, beneficially or of record, fewer than 100 Shares in the aggregate, (ii) properly tender all of these Shares at or below the Purchase Price, (iii) do not properly withdraw them before the Expiration Time and (iv) complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to proration. See Section 1. Has Actua or its Board of Directors adopted a position on the Offer? Our Board of Directors has authorized us to make the Offer. However, neither we nor the Board of Directors, the Dealer Mana...

expiry = 2016-12-07...TION UP TO $80,000,000 OF SHARES OF ITS OUTSTANDING COMMON STOCK AT A PER SHARE PURCHASE PRICE NOT GREATER THAN $14.00 NOR LESS THAN $12.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 7, 2016, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION TIME”). Actua Corporation, a Delaware corporation (“Actua,” the “Company,” “we,” “us” or “our”), is offering to purchase for cash sha...

listed = True...oximately 16.9% of our issued and outstanding Shares as of November 1, 2016. The Offer is not conditioned on the receipt of financing or any minimum number of Shares being tendered. The Offer is, however, subject to other conditions. See Section 7. The Shares are listed on the NASDAQ Global Select Market (the “NASDAQ”) and trade under the symbol “ACTA.” On November 2, 2016, the last full trading day before we announced our intention to make the Offer, the closing price of the Shares was $11.60 per Share. Stockholders are urged to obtain current market quotations for the Shares before deciding whether to tender their Shares. See Section 8....

mechanism = DUTCH...number of Shares being tendered by stockholders but is subject to certain other conditions. See Section 7. What will be the purchase price for the Shares and what will be the form of payment? We are conducting this Offer through a procedure commonly called a “modified Dutch auction.” Upon the terms and subject to the conditions of the Offer, we are offering to purchase for cash Shares pursuant to (i) Auction Tenders at prices specified by the tendering stockholders of not greater than $14.00 nor less than $12.00 per Share or (ii) Purchase Price Tenders. Shares tendered pursuant to Purchase Price Tenders will be dee...

must_tender_all = True...with an efficient way to sell their Shares without incurring brokerage commissions, solicitation fees or stock transfer taxes associated with open market sales. Furthermore, “Odd Lot Holders” (as defined in Section 1) who hold Shares registered in their names and tender all of their Shares directly to the Depositary and whose Shares are purchased in the Offer will avoid any applicable Odd Lot discounts that might otherwise be payable on sales of their Shares. See Sections 1 and 2. In determining to proceed with the Offer, our management and Board of Directors evaluated the Company’s and its subsidiaries’ operations, financ...

price = USD 14.0...g the Expiration Time. We also expressly reserve the right, in our sole discretion, to purchase additional Shares, subject to applicable law. See Sections 1 and 15. At the maximum Purchase Price of $14.00 per Share, we would purchase 5,714,286 Shares if the Offer is fully subscribed, which would represent approximately 14.5% of our issued and outstanding Shares as of November 1, 2016. At the minimum Purchase Price of $12.00 per Sh...

threshold = 100...red must have properly tendered all of their Shares and not properly withdrawn them before the Expiration Time. Therefore, we may not purchase all of the Shares that you tender even if you tender them at or below the Purchase Price. See Sections 1 and 6. If I own fewer than 100 Shares and I tender all of my Shares, will I be subject to proration? If you (i) own, beneficially or of record, fewer than 100 Shares in the aggregate, (ii) properly tender all of these Shares at or below the Purchase Price, (iii) do not properly withdraw them before the Expiration Time and (iv) complete the section entitled “Odd Lots” in the...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d289235dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) OFFER TO PURCHASE FOR CASH BY ACTUA CORPORATION UP TO $80,000,000 OF SHARES OF ITS OUTSTANDING COMMON STOCK AT A PER SHARE PURCHASE PRICE NOT GREATER THAN $14.00 NOR LESS THAN $12.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON WEDNESDAY, DECEMBER 7, 2016, UNLESS THE OFFER IS EXTENDED OR TER...