Advanced Emissions Solutions, Inc. ARQ

election_required = True...100 shares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price prior to the Expiration Time and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guarantee Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 5:00 p.m., New York City time, on June 5,...

expiry = 2017-06-05...ANCED EMISSIONS SOLUTIONS, INC. of Up to 925,000 Shares of its Common Stock at a Purchase Price Not Greater Than $10.80 nor Less Than $9.40 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 5, 2017 UNLESS THE OFFER IS EXTENDED. Advanced Emissions Solutions, Inc., a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to 925,000 shares of its common stock, par value $0.001 per share (the “common stock”), at...

expiry = 2017-06-06...)(I) Notice of Guaranteed Delivery (Not to be used for Signature Guarantee) for Tender of Shares of Common Stock of ADVANCED EMISSIONS SOLUTIONS, INC. THE OFFER PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 6, 2017, UNLESS THE OFFER IS EXTENDED. As set forth in Section 3 of the Offer to Purchase (as defined below) this form must be used to accept the Offer (as defined below) if (1) certificates for your shares of common stock, par value $0.001 per sh...

listed = True...proximately 446,000 shares). See Sections 1 and 15. The Offer is not conditioned upon the receipt of financing or any minimum number of shares being tendered. The Offer is, however, subject to certain other conditions. See Section 7. The shares are listed and traded on the Nasdaq Capital Market (“NASDAQ”) under the symbol “ADES.” On May 5, 2017, the last full trading day before we commenced the Offer, the reported closing price of the shares on NASDAQ was $9.39 per share. Stockholders are urged to obtain current market quotations for the shares. See Section 8. Our Board of Directors has approved the Offer. However, neither we nor our Bo...

mechanism = DUTCH...se up to 925,000 shares of our common stock, par value $0.001 per share. See Section 1 (Terms of the Offer). What will the purchase price for the shares be and what will be the form of payment? We are conducting the Offer through a procedure commonly called a modified “Dutch Auction.” This procedure allows you to select the price (in multiples of $0.10) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $9.40 to $10.80 per share. After the Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will...

mechanism = DUTCH...Exhibit Advanced Emissions Solutions Announces Preliminary Results of Tender Offer HIGHLANDS RANCH, Colorado - June 7, 2017 – Advanced Emissions Solutions, Inc. (the "Company") (NASDAQ: ADES) today announced the preliminary results of its previously announced modified Dutch Auction tender offer which expired at 5:00 P.M., New York City Time, on June 6, 2017. Based on the preliminary count by Computershare Trust Company, N.A., the Depositary for the tender offer, a total of approximately 2,958,900 shares of the Company’s common stock were validly tendered and not validly withdrawn at the price of $9.40 per share, th...

mechanism = DUTCH...BIT 99.(A)(5)(D) Exhibit Advanced Emissions Solutions Announces Results of Tender Offer HIGHLANDS RANCH, Colorado - June 13, 2017 – Advanced Emissions Solutions, Inc. (the "Company") (NASDAQ: ADES) today announced the final results of its previously announced modified Dutch Auction tender offer which expired at 5:00 P.M., New York City Time, on June 6, 2017. Based on the final count by Computershare Trust Company, N.A., the Depositary for the tender offer, a total of 2,858,425 shares of common stock were validly tendered and not withdrawn, at the final purchase price of $9.40 per share, including 108,126 shares tha...

must_tender_all = True...e may elect to accept for payment, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares: •first, from all holders of “odd lots” of less than 100 shares who properly tender all of their shares at or below the purchase price we determine and do not properly withdraw them before the Expiration Time; •second, from all other stockholders who properly tender shares at or below the purchase price we determine, on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not satisfied); a...

must_tender_all = True...s: shares. If, because of proration, the minimum number of shares designated will not be purchased, the Company may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares and checked this box: ¨ The tendered shares represent all shares held by the undersigned. Certificate Nos. (if available): Name(s) of Record Holder(s): (Please Type or Print) Address(es): Zip Code: Daytime Area Code and Telephone Number: Signature(s): Dated: , 2017 If shares will be tendered by book-entry transfer, check this box ¨ and p...

price = USD 9.4-10.8...ified “Dutch Auction.” This procedure allows you to select the price (in multiples of $0.10) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $9.40 to $10.80 per share. After the Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will then select the lowest purchase price (in multiples of $0.10) that will allow us to...

price = USD 9.4...count by Computershare Trust Company, N.A., the Depositary for the tender offer, a total of 2,858,425 shares of common stock were validly tendered and not withdrawn, at the final purchase price of $9.40 per share, including 108,126 shares that were tendered through notice of guaranteed delivery. Because the tender offer was oversubscribed, the Company purchased a prorated portion of the shares properly tendered by each tendering...

threshold = 100...ares were tendered at prices at or below the purchase price. 14 Odd Lots. The term “odd lots” means all shares properly tendered prior to the Expiration Time at prices at or below the purchase price selected by us and not properly withdrawn by any person (an “Odd Lot Holder”) who owned beneficially or of record a total of fewer than 100 shares and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any pr...

threshold = 100...tion 14 of the Letter of Transmittal) To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned either (check one box): ¨ is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or ¨ is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial o...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 exa1a-offertopurchase4x13.htm EXHIBIT 99.(A)(1)(A) Exhibit Exhibit (a)(1)(A) Offer to Purchase for Cash by ADVANCED EMISSIONS SOLUTIONS, INC. of Up to 925,000 Shares of its Common Stock at a Purchase Price Not Greater Than $10.80 nor Less Than $9.40 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 5, 2017 UNLESS THE OFFER IS EXTENDED. Advanced Emissions Solutions, In...

txn_type = TENDER_OFFER...uarantee) for Tender of Shares of Common Stock of ADVANCED EMISSIONS SOLUTIONS, INC. THE OFFER PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 6, 2017, UNLESS THE OFFER IS EXTENDED. As set forth in Section 3 of the Offer to Purchase (as defined below) this form must be used to accept the Offer (as defined below) if (1) certificates for your shares of common stock, par value $0.001 per share, of Advanced Emissions Solutions, Inc., a Delaware corporation, are not immediately available, (2) the procedures for book-entry transfer cannot be completed on a timely basis or...

txn_type = TENDER_OFFER...epositary of the confirmation process. Payment for the shares accepted for purchase pursuant to the tender offer, and the return of all other shares tendered and not purchased, will occur promptly thereafter. The Company's tender offer was made pursuant to an Offer to Purchase and Letter of Transmittal, each dated May 8, 2017 and as amended May 18, 2017, in which the Company offered to purchase for cash up to 925,000 shares of its common stock, par value of $0.001 per share, at a price per share of not less than $9.40 nor greater than $10.80. Important Notice Investor questions concerning the tender offer may...

txn_type = TENDER_OFFER...ent for the shares validly tendered and accepted under the tender offer. After giving effect to the purchase of the shares, the Company will have outstanding approximately 20.8 million shares of common stock. The Company’s tender offer was made pursuant to an Offer to Purchase and Letter of Transmittal, each dated May 8, 2017 and as amended May 18, 2017, in which the Company offered to purchase for cash up to 925,000 shares of its common stock, par value of $0.001 per share, at a price per share of not less than $9.40 nor greater than $10.80. Important Notice Investor questions concerning the tender offer may...