ACTUATE CORP

election_required = True...res directly to the Depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable odd lot discounts in a sale of the holder’s shares. Any odd lot holder wishing to tender all shares held pursuant to the Offer should complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the notice of guaranteed delivery. 2. Purpose of the Offer; Certain Effects of the Offer; Other Plans or Proposals. Purpose of the Offer Our board of directors has decided to conduct a “modified Dutch auction” tender offer at a price range of $3.15 to $3.40 for the shares after reviewing a variety of alternatives f...

expiry = 2008-12-05...ORPORATION OFFER TO PURCHASE FOR CASH Up to a Maximum of $60 Million Worth of its Common Stock At a Purchase Price Not Greater Than $3.40 Nor Less Than $3.15 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME ON FRIDAY, DECEMBER 5, 2008, UNLESS THE OFFER IS EXTENDED. Actuate Corporation is: • Offering to purchase up to a maximum of $60 million worth of our common stock in a tender offer (the “Offer”), or such lesser value of shares as are properly tendered and not properl...

expiry = 2008-12-05...xes and without interest, upon the terms and subject to the conditions described in the Original Offer to Purchase and the Original Letter of Transmittal. The tender offer was previously scheduled to expire at 5:00 p.m., New York City time, on December 5, 2008. By this supplement (the “Supplement”), we amend the Original Offer to Purchase (as amended and supplemented, the “Offer to Purchase”). The Offer to Purchase and the Amended Letter of Transmittal, filed herewith, constitute the “Offer”. Ac...

expiry = 2008-12-18...ddition, we have amended the timeframes for the conditions of the offer, including the new baseline date for any declines in our stock price or in various stock indices. The Offer is now scheduled to expire at 12:00 midnight, New York City time, on December 18, 2008 (previously, the Offer was scheduled to expire on December 8, 2008), unless extended. Actuate is still conducting the tender offer through a procedure commonly referred to as a “modified Dutch auction.” This procedure allows you to select...

listed = True...ditional tenders described in Section 6) from all stockholders who properly tendered (and did not properly withdraw) shares at or below the selected price, with appropriate adjustments to avoid purchases of fractional shares. Our common stock: • Is listed and traded on the NASDAQ Global Market (“NASDAQ”) under the symbol “ACTU,” and • Had a closing price of $2.85 per share on October 31, 2008, the last full trading day before we announced our intention to commence a tender offer for our shares. • Had a closing price of $3.17 per share on November 4, 2008, the last full trading day before we commenced the Offer. We urge you to obtain cu...

mechanism = DUTCH...or such lesser value of shares as are properly tendered and not properly withdrawn. See Section 1. What will be the purchase price? • The price range for the Offer is $3.15 to $3.40 per share. We are conducting the Offer through a procedure commonly called a “modified Dutch auction.” This procedure allows you to choose a price (in increments of $0.05 per share) within this price range at which you are willing to sell your shares. • We will select the lowest price specified by tendering stockholders that will enable us to buy $60 million worth of shares. If less than $60 million worth of shares are properly tendered...

mechanism = DUTCH...or such lesser value of shares as are properly tendered and not properly withdrawn. See Section 1. What will be the purchase price? • The price range for the Offer is $2.20 to $2.60 per share. We are conducting the Offer through a procedure commonly called a “modified Dutch auction.” This procedure allows you to choose a price (in increments of $0.05 per share) within this price range at which you are willing to sell your shares. • We will select the lowest price specified by tendering stockholders that will enable us to buy $60 million worth of shares. If less than $60 million worth of shares are properly tendered...

mechanism = DUTCH...w scheduled to expire at 12:00 midnight, New York City time, on December 18, 2008 (previously, the Offer was scheduled to expire on December 8, 2008), unless extended. Actuate is still conducting the tender offer through a procedure commonly referred to as a “modified Dutch auction.” This procedure allows you to select the price within (and including) the new per share price range (not less than $3.00 and not greater than $3.50) at which you are willing to sell your shares to Actuate. Alternatively, this procedure allows you to sell all or a portion of your shares to Actuate at the purchase price to be determined b...

must_tender_all = True...shares conditionally tendered at or below the purchase price for which the condition was not initially satisfied, to the extent feasible, by random lot (to be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares). See Section 1. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? No. If you properly tender, and do not properly withdraw, your shares at or below the purchase price according to the procedures specified for holders of “odd lots,” we will purchase all of your shares without subjecting them to...

must_tender_all = True...shares conditionally tendered at or below the purchase price for which the condition was not initially satisfied, to the extent feasible, by random lot (to be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares). See Section 1. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? No. If you properly tender, and do not properly withdraw, your shares at or below the purchase price according to the procedures specified for holders of “odd lots,” we will purchase all of your shares without subjecting them to...

price = USD 3.15-3.4...n worth of its common stock (the “Offer”) or such lesser value of shares as are properly tendered and not properly withdrawn. See Section 1. What will be the purchase price? • The price range for the Offer is $3.15 to $3.40 per share. We are conducting the Offer through a procedure commonly called a “modified Dutch auction.” This procedure allows you to choose a price (in increments of $0.05 per share) within this price range at which you...

price = USD 2.2-2.6...of $60 million worth of its common stock or such lesser value of shares as are properly tendered and not properly withdrawn. See Section 1. What will be the purchase price? • The price range for the Offer is $2.20 to $2.60 per share. We are conducting the Offer through a procedure commonly called a “modified Dutch auction.” This procedure allows you to choose a price (in increments of $0.05 per share) within this price range at which you...

price = USD 3.0-3.5...urchase up to a maximum of $60 million worth of our common stock for cash in a previously announced tender offer. We are now offering to repurchase our shares at a price per share not less than $3.00 and not greater than $3.50. Previously, we were offering to repurchase our shares at a price per share not less than $2.20 and not greater than $2.60. In addition, we have amended the timeframes for the conditions of the offer, including the new...

threshold = 100...cable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of shares. Odd Lots. The term “odd lots” means all shares tendered at prices at or below the purchase price by a stockholder who owns beneficially or of record a total of fewer than 100 shares (such stockholder, an “odd lot holder”) and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for the priority preference for odd lots, an odd lot holder must tender all shares owned in accordance with the procedures described in Section 3, “Procedures...

threshold = 100...hase price for which the condition was not initially satisfied, to the extent feasible, by random lot (to be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares). See Section 1. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? No. If you properly tender, and do not properly withdraw, your shares at or below the purchase price according to the procedures specified for holders of “odd lots,” we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Can I t...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 f50291toexv99wxayx1yxay.htm EX-99.(A)(1)(A) exv99wxayx1yxay Table of Contents Exhibit (a)(1)(A) ACTUATE CORPORATION OFFER TO PURCHASE FOR CASH Up to a Maximum of $60 Million Worth of its Common Stock At a Purchase Price Not Greater Than $3.40 Nor Less Than $3.15 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME ON FRIDAY, DECEMBER 5, 2008, UNLESS THE OFFER IS EXTENDED. Actuate Corporation is: • Offering to purchase up to a maximum of...

txn_type = TENDER_OFFEREX-99.(A)(1)(F) 2 f50677a2exv99wxayx1yxfy.htm EX-99.(A)(1)(F) exv99wxayx1yxfy Table of Contents Exhibit (a)(1)(F) ACTUATE CORPORATION SUPPLEMENT TO OFFER TO PURCHASE FOR CASH Up to a Maximum of $60 Million Worth of its Common Stock At a Purchase Price Not Greater Than $2.60 Nor Less Than $2.20 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT NEW YORK CITY TIME ON MONDAY, DECEMBER 8, 2008, UNLESS THE OFFER IS EXTENDED. On November 5, 2008, Actuate Corporation, a Delaware corpora...

txn_type = TENDER_OFFER...within the range will still be determined pursuant to a modified Dutch Auction as described in the tender offer documents. We explain the terms and conditions of the tender offer, as amended and supplemented, in detail in the enclosed Second Supplement to the Offer to Purchase and related Second Amended Letter of Transmittal. I encourage you to read these materials carefully before making any decision with respect to the tender offer. If you want to tender your shares, we explain the necessary steps in detail in the enclosed materials. • If you have already tendered your shares, your current tender is no longe...