Odd Lot Index

Clarus Corp CLAR

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.
StatusClosed
Closing date2018-06-05
How it is pricedDutch auction
Odd-lot thresholdFewer than 100 shares
Must tender everything you holdYes
Must tick the odd-lot box on the formNot stated
Price offeredUSD $6.60 to $7.20 per share, in steps of $0.10
Most an odd-lot tender could be$653.40 to $712.80

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.

expiry = 2018-06-05...CORPORATION OF UP TO $7,200,000 OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $7.20 PER SHARE NOR LESS THAN $6.60 PER SHARE ​ ​ THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JUNE 5, 2018, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). ​ ​ Clarus Corporation (“Clarus,” the “Company,” “we,” “us,” or “our”) is offering to purchase for cash up to $7,200,000 of shares of our c...
listed = True...hich would represent approximately 3.6% of our issued and outstanding Shares. The Offer is not conditioned on the receipt of financing or any minimum value of Shares being tendered. The Offer, however, is subject to other conditions. See Section 7. The Shares are listed on the NASDAQ Global Select Market (“NASDAQ”) and trade under the symbol “CLAR.” On May 7, 2018, the last full trading day before we commenced the Offer, the closing price of the Shares on NASDAQ was $7.10 per Share. You should obtain current market quotations for the Shares before deciding whether to participate in the Offer. If you have questions or need assistance, you...
mechanism = DUTCH...er by no more than 2% of the outstanding Shares without extending the Offer. See Sections 1, 7 and 11. What will be the Purchase Price for the Shares and what will be the form of payment? We are conducting this Offer by means of 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 or to tender your Shares at the Purchase Price determined pursuant to the Offer. The price range for the Offer is $6.60 to $7.20 per Share. We will select the lowest single purchase price (in increments of $...
must_tender_all = True...Price conditionally (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, stockholders whose Shares are conditionally tendered at or below the Purchase Price must have properly tendered all of their Shares and not properly withdrawn them before the Expiration Date. ​ Therefore, we may not purchase all of the Shares that you properly tender, even if you tender them at or below the final Purchase Price. No Shares tendered above the Purchase Price will be purchased pursuant to the Offer. See Sections 1 and 6. 6 TABLE OF CONTENTS Has Clarus or...
price = USD 6.6-7.2...the price, within a price range specified by us, at which you are willing to sell your Shares or to tender your Shares at the Purchase Price determined pursuant to the Offer. The price range for the Offer is $6.60 to $7.20 per Share. We will select the lowest single purchase price (in increments of $0.10), not greater than $7.20 nor less than $6.60 per Share, that will allow us to purchase up to $7,200,000 in value of Shares at such price...
threshold = 100...hares in the Offer will permit the seller to avoid the usual transaction costs associated with open market transactions. Stockholders holding Shares in a brokerage account or otherwise through brokers may be subject to transaction costs. Furthermore, the shareholders who own of record an aggregate of fewer than 100 Shares, which we refer to as “odd lot” holders, who tender their Shares directly to the Depositary and whose Shares are purchased in the Offer will avoid not only the payment of brokerage commissions but also any applicable odd lot discounts that might be payable on sales of their Shares in transactions on NASDAQ. See Sections 1 and 2. If the C...
txn_type = TENDER_OFFEREX-99.A1A 2 tv493175-ex_a1a.htm EXHIBIT (A)(1)(A) tv493175-sctoi_DIV_02-ex_a1a - none - 1.8836685s TABLE OF CONTENTS Exhibit (a)(1)(A)​ CLARUS CORPORATION​ OFFER TO PURCHASE FOR CASH BY CLARUS CORPORATION OF UP TO $7,200,000 OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $7.20 PER SHARE NOR LESS THAN $6.60 PER SHARE ​ ​ THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 11:59 P.M., NEW YORK CITY TIME, ON JUNE 5, 2018, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY...

The filings

FiledFormRoleOn EDGAR
2018-05-08SC TO-Ioriginal (governing)View