CA, INC.
Terms unclear
Unclear — read the filing yourself
| Status | Closed |
|---|---|
| Closing date | 2006-09-14 |
| How it is priced | — |
| Odd-lot threshold | — |
| Must tender everything you hold | Not stated |
| Must tick the odd-lot box on the form | Not stated |
| Price offered | USD $22.50 to $24.50 per share, in steps of $0.25 |
| Most an odd-lot tender could be | $2,227.50 to $2,425.50 |
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...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 Lot" 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 Purpose of the Offer. We believe that the repurchase of shares is consistent with our long-term goal of maximizing stockholder value. Our management and Board have evaluated our operations, strategy and expectation...
expiry = 2006-09-14...itions, including the receipt by the Company of financing on terms and conditions satisfactory to the Company, as set forth in the Offer to Purchase. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON THURSDAY, SEPTEMBER 14, 2006, UNLESS THE OFFER IS EXTENDED. The Board of Directors of the Company has approved the Offer. However, neither the Company nor its Board nor the Dealer Managers, the Information Agent nor the Depositary makes any recommendation to stockhold...
expiry = 2006-09-14...ghts to Purchase Series One Junior Participating Preferred Stock, Class A) At a Per Share Purchase Price Not Less Than $22.50 nor Greater Than $24.50 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME, ON THURSDAY, SEPTEMBER 14, 2006, UNLESS THE OFFER IS EXTENDED. CA, Inc., a Delaware corporation (the "Company", "we" or "us"), is offering to purchase up to 40,816,327 shares of its common stock, par value $.10 per share ("Common Stock"), including the associated rights...
listed = True...t by us of financing on terms and conditions satisfactory to us in an amount sufficient to purchase shares pursuant to the Offer. The Offer is not conditioned on any minimum number of shares being tendered. See Section 7, "Conditions of the Offer". The shares are listed on the New York Stock Exchange ("NYSE") under the symbol "CA". On August 14, 2006, the last full trading day before we announced our intention to make the Offer, the closing price of the Common Stock on the NYSE was $21.77 per share. On August 15, 2006, the last full trading day before we commenced the Offer, the closing price of the Common Stock on the NYSE was $23.2...
mechanism = DUTCH...; Expiration Time; Priority of Purchases; Proration; Odd Lot" and Section 7 "Conditions of the Offer". What will be the price for the shares and what will be the form of payment? We are conducting the Offer for the shares through a procedure commonly called a modified "Dutch auction." This procedure enables you to select the price (in increments of $0.25), within a price range specified by us, at which you are willing to sell your shares. The price range for the Offer is $22.50 to $24.50 per share. We will select the lowest Purchase Price that will enable us to purchase 40,816,327 shares or, if a lesser number of sh...
must_tender_all = True...ned on any minimum number of shares being tendered. If more than 40,816,327 shares are tendered, all shares tendered at or below the Purchase Price will be purchased on a pro rata basis, except for "odd lots" (lots held by stockholders of less than 100 shares who tender all of their shares), which will be purchased on a priority basis, and conditional tenders whose condition was not met, which will not be purchased. We also expressly reserve the right to purchase additional shares constituting up to 2% of the outstanding shares of Common Stock, and could decide to purchase more shares, subject to applicable legal requireme...
price = USD 22.5-24.5...d "Dutch auction." This procedure enables you to select the price (in increments of $0.25), within a price range specified by us, at which you are willing to sell your shares. The price range for the Offer is $22.50 to $24.50 per share. We will select the lowest Purchase Price that will enable us to purchase 40,816,327 shares or, if a lesser number of shares are validly tendered, all shares that are validly tendered and not validly withdrawn...
threshold = 100...pt as described in Section 6, and all shares tendered by the stockholder will be returned promptly after the Expiration Time at our expense. Odd Lot. The term "Odd Lot" shares 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 Lot shares an Odd Lot Holder must tender all shares owned in accordance with the procedures described in Section 3, "Proced...
txn_type = TENDER_OFFEREX-9.(A)(1)(A) 2 a2172763zex-9_a1a.htm EXHIBIT 99(A)(1)(A) QuickLinks -- Click here to rapidly navigate through this document Exhibit 99(a)(1)(A) This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares. The offer is made solely by the Offer to Purchase, dated August 16, 2006 (the "Offer to Purchase"), and the related Letter of Transmittal, and any amendments or supplements thereto. The offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares of Common...
txn_type = TENDER_OFFEREX-99.(A)(1)(D) 2 a2172715zex-99_a1d.htm EX-99(A)(1)(D) QuickLinks -- Click here to rapidly navigate through this document Exhibit 99(a)(1)(D) OFFER TO PURCHASE FOR CASH by CA, INC. of Up to 40,816,327 Shares of its Common Stock (including the Associated Rights to Purchase Series One Junior Participating Preferred Stock, Class A) At a Per Share Purchase Price Not Less Than $22.50 nor Greater Than $24.50 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 PM, NEW YORK CITY TIME,...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2006-08-16 | SC TO-I | original (governing) | View |
| 2006-08-17 | SC TO-I/A | amendment | View |