BOGEN COMMUNICATIONS INTERNATIONAL INC
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 | 2003-12-10 |
| 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 $5.00 per share |
| Most an odd-lot tender could be | $495.00 |
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...ct to purchase all shares tendered by any Odd Lot Holder (as defined below) who: •tenders all shares owned beneficially or of record by the Odd Lot Holder (tenders of less than all shares owned by the Odd Lot Holder will not qualify for this preference); and •completes the section entitled "Odd Lots" in the letter of transmittal and, if applicable, in the notice of guaranteed delivery. •Second, subject to the conditional tender provisions described in Section 5 of "Bogen's Tender Offer", we will purchase all other shares tendered on a pro rata basis with appropriate adjustments to avoid purchases of fractional shares, as described below. As a result, all of the...
expiry = 2003-12-10...te through this document Exhibit 99.(a)(1)(A) BOGEN COMMUNICATIONS INTERNATIONAL, INC. Offer to Purchase for Cash 2,000,000 Shares of its Common Stock Our Offer and Your Right to Withdraw Your Shares Will Expire at 5:00 P.M., New York City Time, on Wednesday, December 10, 2003, Unless Our Offer is Extended. We May Extend Our Offer Period at Any Time. Bogen Communications International, Inc. is: •offering to purchase up to 2,000,000 shares of its common stock in a tender offer, and •offering to purchase these sha...
listed = True...the number of shares tendered is more than 2,000,000, we have the right to first purchase shares held by persons who own less than 100 shares and then will purchase shares on a pro rata basis from all other stockholders who tendered shares. Our Common Stock: •is quoted on the Nasdaq National Market System under the symbol "BOGN," and •had a closing price of $4.15 per share on October 31, 2003, the last full trading day before we announced our offer and had a closing price of $4.90 on November 6, 2003. You are urged to obtain current market quotations for the shares. Our Offer is Not Conditioned on Any Minimum Number of Shares Being Tendered. Our...
listed = True...and the following is substituted in lieu thereof: "Management estimates that we will save in excess of $250,000 a year in costs related to reporting and other requirements that apply to companies whose stock is registered under the federal securities laws and traded on the Nasdaq National Market, exclusive of the significantly increased costs of compliance with the provisions of the Sarbanes-Oxley Act of 2002 which management believes would be an additional $125,000 a year." 3 Item 7. Source and Amount of Funds or Other Consideration. Item 7 is hereby supplemented and amended as follows: The first sentence of the...
mechanism = DUTCH...held a meeting at which the board considered alternative repurchase mechanisms, the advantages and disadvantages of certain alternatives and the proposed structure and potential terms of a self-tender offer. The board on that day approved the initiation of a modified dutch auction tender offer for the purchase of 1,500,000 shares of the our 3 common stock, and after the close of trading on that day a final price range of $2.50 to $3.00 was established. On November 5, 2001, we commenced that modified dutch auction tender offer, and on December 4, 2001, we accepted 1,012,211 shares of common stock for purchase at a...
must_tender_all = True...st instruct the broker or bank to arrange for withdrawal of your shares. See Section 3 of "Bogen's Tender Offer." v In what order will tendered shares be purchased? •First, we may elect to purchase shares from all holders of "odd lots" of less than 100 shares who properly tender all of their shares. Second, we will purchase shares from all other stockholders who properly tender shares on a pro rata basis. Therefore, all of the shares that you tender in the offer may not be purchased. See Section 1 of "Bogen's Tender Offer." What are the United States federal tax consequences if I tender my shares to Bogen? •Generally, you will be s...
price = USD 5.0...t Any Time. Bogen Communications International, Inc. is: •offering to purchase up to 2,000,000 shares of its common stock in a tender offer, and •offering to purchase these shares at a price of $5.00 per share in cash, without interest. If You Want to Tender Your Shares Into Our Offer, You Should: •specify the number of shares you want to tender, and •follow the instructions in this document and the related documents, including the a...
threshold = 100...ed above, we may elect to purchase more than 2,000,000 shares in our offer, subject to applicable law. If we do so, the preceding provisions will apply to the greater number of shares. Odd Lots. The term "Odd Lots" means all shares tendered 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 2 of "Bogen's Tender Offer." Odd Lots may be accepted...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 3 a2122268zex-99_a1a.htm EXHIBIT 99.(A)(1)(A) QuickLinks -- Click here to rapidly navigate through this document Exhibit 99.(a)(1)(A) BOGEN COMMUNICATIONS INTERNATIONAL, INC. Offer to Purchase for Cash 2,000,000 Shares of its Common Stock Our Offer and Your Right to Withdraw Your Shares Will Expire at 5:00 P.M., New York City Time, on Wednesday, December 10, 2003, Unless Our Offer is Extended. We May Extend Our Offer Period at Any Time. Bogen Communications International, Inc. is: •offering to purchase up to 2,000,000 shares o...
txn_type = TENDER_OFFER...hares as are properly tendered and not properly withdrawn. Bogen is offering to purchase these shares at a price of $5.00 per share, net to the seller in cash, without interest. Bogen's offer is made on the terms and subject to the conditions set forth in the Offer to Purchase, dated November 10, 2003, and in the related Letter of Transmittal, which, as amended or supplemented from time to time, together constitute the offer. The information in the Offer to Purchase and the related Letter of Transmittal, copies of which were previously filed with the Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectivel...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2003-11-10 | SC TO-I | original (governing) | View |
| 2003-11-26 | SC TO-I/A | amendment | View |