Chemtura CORP
Odd lots go first
Read automatically from the filing
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 | 2014-12-01 |
| 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 $21.50 to $24.50 per share, in steps of $0.10 |
| Most an odd-lot tender could be | $2,128.50 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...will I be subject to proration? If you own, beneficially or of record, fewer than 100 shares in the aggregate, you validly tender all of these shares at or below the Purchase Price prior to the Expiration Time (and do not validly withdraw such shares) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the Offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw your tendered shares at any time prior to the...
expiry = 2014-12-01...on Stock for an Aggregate Purchase Price of Not More Than $300.0 Million at a Per Share Purchase Price Not Less Than $21.50 Per Share Nor Greater Than $24.50 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY, 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 1, 2014, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”). Chemtura Corporation, a Delaware corporation (the “Company,” “Chemtura,” “we,” “our” or “us”), is offering to purchase for cash by means...
listed = True.... The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of other terms and conditions, including the Chemtura AgroSolutions Sale Condition (as defined herein). See Section 7. Our common stock is listed on The New York Stock Exchange (the “NYSE”) and trades under the symbol “CHMT.” On October 29, 2014, the reported closing price of our common stock on the NYSE was $22.36 per share. You are urged to obtain current market quotations for our common stock before deciding whether, and at what price or prices, to tender your shares pursuant to the Offer. See Section 8. Nei...
mechanism = DUTCH...EMBER 1, 2014, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”). Chemtura Corporation, a Delaware corporation (the “Company,” “Chemtura,” “we,” “our” or “us”), is offering to purchase for cash by means of a “modified Dutch auction” (described below) shares of its common stock, par value $0.01 per share, pursuant to (i) auction tenders at prices specified by the tendering stockholders of not less than $21.50 nor greater than $24.50 per share (“Auction Tenders”), or (ii) purchase price tenders (“Purchase Price Tenders”), in either case upon the terms and subject to...
must_tender_all = True...ly tendered at or below the Purchase Price and not validly withdrawn prior to the Expiration Time would result in an aggregate purchase price of more than $300.0 million, we will purchase shares: • First, from all holders of “odd lots” of less than 100 shares who validly tender all of their shares at or below the Purchase Price, and do not validly withdraw them prior to the Expiration Time; • Second, from all other stockholders (except for stockholders who tendered shares conditionally for which the condition was not satisfied) who validly tender shares at or below the Purchase Price, and do not validly withdraw them prior to the...
price = USD 21.5-24.5...ice Tender. After the Expiration Time, we will, upon the terms and subject to the conditions of the Offer, determine a single price per share (the “Purchase Price”), which will be not less than $21.50 and not more than $24.50 per share, that we will pay for shares of our common stock, par value $0.01 per share, validly tendered in the Offer and not validly withdrawn. The Purchase Price will be the lowest price per share of not less than $21....
priority = True...Price or pursuant to Purchase Price Tenders will receive the Purchase Price, payable in cash, without interest, but subject to any applicable withholding taxes, for all shares purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to “odd lot” priority, proration and conditional tender described below. Under a Purchase Price Tender, shares will be purchased, upon the terms and subject to the conditions of the Offer, at the Purchase Price. If you wish to maximize the chance that your shares will be purchased by us in the 3 Table of Contents Offer, you should validly tender your shares p...
threshold = 100...me) for which the condition was not initially satisfied, to the extent feasible, by random lot (to be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares). See Sections 1 and 6. If I own fewer than 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 validly tender all of these shares at or below the Purchase Price prior to the Expiration Time (and do not validly withdraw such shares) and you complete the section entitled “Odd Lots” in the...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d808767dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) CHEMTURA CORPORATION Offer to Purchase for Cash Shares of Its Common Stock for an Aggregate Purchase Price of Not More Than $300.0 Million at a Per Share Purchase Price Not Less Than $21.50 Per Share Nor Greater Than $24.50 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT THE END OF THE DAY, 12:00 MIDNIGHT, NEW YORK CITY TIME, ON DECEMBER 1, 2014, UNLESS THE OFFER IS...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2014-10-31 | SC TO-I | original (governing) | View |