ALLIANCE SEMICONDUCTOR CORP /DE/
Terms unclear
Unclear — read the filing yourself
In a Dutch auction, tendering too high can cost you the priority. The company picks the lowest price that buys the shares it wants, and everyone at or below that price gets it. Tender above it and your shares come back unpurchased — and because you are not in the accepted pool at all, the odd-lot priority never applies. Most offers have a box meaning "accept whatever price is determined", which keeps you in the pool; the trade-off is that you give up any say in the price. The filing explains both.
| Status | Closed |
|---|---|
| Closing date | 2006-09-22 |
| How it is priced | Dutch auction |
| Odd-lot threshold | Fewer than 100 shares |
| Must tender everything you hold | Yes |
| Must tick the odd-lot box on the form | Yes |
| Price offered | USD $2.75 to $3.00 per share, in steps of $0.05 |
| Most an odd-lot tender could be | $272.25 to $297.00 |
Where each of these comes from
Every line above was read out of the filing. Here is the wording it was read from, so you can check it.
election_required = True...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 within the specified price range and do not properly withdraw them before 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 Tender Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 12:00 midnight, Eastern Time, on S...
expiry = 2006-09-22...se for Cash Up to $30,000,000 in Value of Shares of its Common Stock at a Purchase Price Not Greater Than $3.00 nor Less Than $2.75 Per Share THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON SEPTEMBER 22, 2006, UNLESS THE TENDER OFFER IS EXTENDED. Alliance Semiconductor Corporation, a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to $30,000,000 in value of shares of its Common Stock, $0.01 par value per share (t...
listed = True...hether such subsequent event would have otherwise resulted in the event having been “cured” or ceasing to exist. Any determination by us concerning the events described above will be final and binding on all parties. 16 8. Price Range of the Shares The shares are traded on NASDAQ under the symbol “ALSC”. However, you should know that, as discussed in Section 2, our securities are currently subject to delisting from NASDAQ, pending the outcome of our appeal to a NASDAQ listings qualifications panel. The following table sets forth, for each of the periods indicated, the high and low closing sales prices per share as reported by NASD...
mechanism = DUTCH...discussion where helpful. Who is offering to purchase my shares? Alliance Semiconductor Corporation. What will be the purchase price for the shares and what will be the form of payment? We are conducting the Tender Offer through a procedure commonly called a “modified Dutch Auction.” This procedure allows you to select the price within a price range specified by us at which you are willing to sell your shares. The lowest price that may be specified is $2.75. The prices that may be specified increase in increments of $0.05 up to $3.00, the highest price that may be specified. The price range for the Tender Offer is...
must_tender_all = True...ct 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 as follows: • first, all “odd lots” of less than 100 shares from holders who properly tender all of their shares within the specified price range and who do not properly withdraw them before the Expiration Time; • second, from all other stockholders who properly tender shares at or below the purchase price determined in the Tender Offer and who do not properly withdraw them before the Expiration Time, on a pro rata basis (except for stockholders wh...
price = USD 2.75-3.0...shares. The lowest price that may be specified is $2.75. The prices that may be specified increase in increments of $0.05 up to $3.00, the highest price that may be specified. The price range for the Tender Offer is $2.75 to $3.00 per share. After the Tender 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 that will allow us to buy up to $30,000...
threshold = 100...es at or below the purchase price we determine. Odd Lots. The term “odd lots” means all shares properly tendered prior to the Expiration Time at prices at or below the purchase price determined in the Tender Offer and not properly withdrawn by any person (an “Odd Lot Holder”) who owns beneficially or of record fewer than 100 shares in the aggregate 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 priority, 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 paymen...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 dex99a1a.htm OFFER TO PURCHASE Offer to Purchase Exhibit (a)(1)(A) OFFER TO PURCHASE ALLIANCE SEMICONDUCTOR CORPORATION Offer to Purchase for Cash Up to $30,000,000 in Value of Shares of its Common Stock at a Purchase Price Not Greater Than $3.00 nor Less Than $2.75 Per Share THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EAST...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2006-08-25 | SC TO-I | original (governing) | View |