CLEARONE COMMUNICATIONS INC CLRO
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 | 2008-09-16 |
| 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 $4.00 to $5.00 per share, in steps of $0.05 |
| Most an odd-lot tender could be | $396.00 to $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...f my shares, will I be subject to proration? If you own beneficially of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price and do not properly withdraw them before the Expiration Time, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guarantee Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Has the Company or its Board of Directors adopted a position on the Tender Offer? Our Board of Directors has approved the Tender Offer. However, neither we nor our Board of Direct...
expiry = 2008-09-16...UP TO 2,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $5.00 OR LESS THAN $4.00 PER SHARE _________________________ THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON SEPTEMBER 16, 2008, UNLESS THE TENDER OFFER IS EXTENDED. _________________________ ClearOne Communications, Inc., a Utah corporation (“CLRO,” the “Company,” “we” or “us”), hereby invites its shareholders to tender up to 2,000,000 shares of its Common Stock,...
listed = True...r expense promptly after the Tender Offer expires. See Section 3. The Tender Offer is not conditioned upon any minimum number of shares being tendered. The Tender Offer is, however, subject to certain other conditions. See Section 6. The shares are listed and traded on the Nasdaq Capital Market (“NASDAQ”) under the symbol “CLRO.” On August 8, 2008, the last full trading day before the announcement of the Tender Offer, the reported closing price of the shares on Nasdaq was $3.74 per share. Shareholders are urged to obtain current market quotations for the shares. See Section 7. The Board of Directors has approved the Tender Offer. Howeve...
mechanism = DUTCH...se my shares? ClearOne Communications, Inc. is offering to purchase your shares of CLRO common stock. What will be the purchase price for the shares and what will be the form of payment? We are conducting the Tender Offer through 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. The lowest price that may be specified is $4.00 per share. The prices that may be specified increase in increments of $0.05 up to $5.00. The price range for the Tender Offer is $4.00 to $5.00 per share. After...
must_tender_all = True...purchase price determined in the Tender Offer conditionally (for which the condition was not initially satisfied) by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares. Because of the “odd lot” priority, proration and conditional tender provisions described above, we may not purchase all of the shares that you tender even if you tender them at or below the purchase price. See Section 1. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? If you own beneficially...
price = USD 4.0-5.0...h you are willing to sell your shares. The lowest price that may be specified is $4.00 per share. The prices that may be specified increase in increments of $0.05 up to $5.00. The price range for the Tender Offer is $4.00 to $5.00 per share. After the Tender Offer expires, we will look at the prices chosen by shareholders for all of the shares properly tendered. We will then select the lowest purchase price that will allow us to buy 2,000,000 sha...
threshold = 100...ave tendered all of their shares. Because of the “odd lot” priority, proration and conditional tender provisions described above, we may not purchase all of the shares that you tender even if you tender them at or below the purchase price. See Section 1. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? If you own beneficially of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price and do not properly withdraw them before the Expiration Time, and you complete the section entitled “Odd Lots” in the Letter of Tra...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 ex99_a1a.htm EXHIBIT 99.(A)(1)(A) ex99_a1a.htm EXHIBIT (a)(1)(A) 5225 Wiley Post Way, Suite,500 Salt Lake City, Utah 84116 OFFER TO PURCHASE FOR CASH UP TO 2,000,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $5.00 OR LESS THAN $4.00 PER SHARE _________________________ THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON SEPTEMBER 16, 2008, UNLESS THE TENDER OFFER IS EXTENDED. _________________________...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2008-08-18 | SC TO-I | original (governing) | View |