Celanese CORP CE
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 | 2007-04-03 |
| 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 $28.00 to $30.50 per share |
| Most an odd-lot tender could be | $2,772.00 to $3,019.50 |
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...ders should be aware that this election could mean that none of their shares will be purchased if they check a box other than a box representing the price at or below the Final Purchase Price. In addition, “odd lot holders” who tender all of their shares must complete the section entitled “Odd Lots” in the Letter of Transmittal to qualify for the preferential treatment available to “odd lot holders” as set forth in Section 1. Stockholders holding their shares through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order to tender their shares. Stockholders who hold shares through nominees are urged to consult their...
expiry = 2007-04-03...XEMBOURG S.À R.L. of Up to 11,279,243 Shares of Its Common Stock At a Purchase Price Not Greater than $30.50 per Share Nor Less than $28.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON TUESDAY, APRIL 3, 2007, UNLESS THE OFFER IS EXTENDED. Celanese Corporation, a Delaware corporation (the “Company”), through its wholly owned subsidiary, Celanese International Holdings Luxembourg S.à r.l., a Luxembourg limited liability company (“CIH” and togeth...
listed = True...tely 3,192,861 shares as of March 2, 2007) without amending or extending the Offer. See Section 1. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. The Common Stock is traded on the New York Stock Exchange under the symbol “CE.” On March 2, 2007, the last full trading day prior to the announcement of the Offer, the last reported sale price of our shares of Common Stock was $28.33 per share. Stockholders are urged to obtain current market quotations for the shares of Common Stock before deciding whether and at what purchase price or purchas...
mechanism = DUTCH...the purpose of the Offer? The Company believes that the Offer is a prudent use of its financial resources, given its business profile, its assets and recent market prices for shares of the Common Stock. See Section 2. The Board of Directors believes that the modified “Dutch Auction” tender offer set forth in this Offer to Purchase represents a mechanism to provide all of the Company’s stockholders with the opportunity to tender all or a portion of their shares and, thereby, receive a return of some or all of their investment if they so elect. The Offer provides stockholders (particularly those who, because of the s...
must_tender_all = True...e Depositary or if your shares have been tendered under the procedure for book-entry transfer set forth in Section 3. In what order will you purchase the tendered shares? 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 Final Purchase Price selected by us and do not properly withdraw them before the expiration date; • second, from all other stockholders who properly tender shares at or below the Final Purchase Price selected by us, on a pro rata basis, subject to the conditional tender provisions described in Section 6; and • third, only...
price = USD 28.0-30.5...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 price range for the Offer is $28.00 to $30.50 per share. We will select the lowest purchase price within that range that will allow us to buy up to 11,279,243 shares, or, if fewer shares are properly tendered, all shares that are properly tendered and not properly...
threshold = 100...to the greater number of shares. Odd Lots. For purposes of the Offer, the term “odd lots” means all shares properly tendered at prices at or below the Final Purchase Price selected by us held by a stockholder who owns beneficially or of record an aggregate of fewer than 100 shares who we refer to as an “odd lot holder,” and so certifies in the appropriate place on the related Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender all shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3. As set fort...
txn_type = TENDER_OFFEREX-99.A.1.I 2 y31143exv99waw1wi.htm EX-99.A.1.I: OFFER TO PURCHASE EX-99.A.1.I Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash by CELANESE CORPORATION Through Its Wholly Owned Subsidiary CELANESE INTERNATIONAL HOLDINGS LUXEMBOURG S.À R.L. of Up to 11,279,243 Shares of Its Common Stock At a Purchase Price Not Greater than $30.50 per Share Nor Less than $28.00 per Share THE OFFER, PRORATION...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2007-03-06 | SC TO-I | original (governing) | View |