Odd Lot Index

CORCEPT THERAPEUTICS INC CORT

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.
StatusClosed
Closing date2023-03-31
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 $19.25 to $22.00 per share
Most an odd-lot tender could be$1,905.75 to $2,178.00

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.

expiry = 2023-03-31...Up to 7,500,000 Shares of its Common Stock At a Cash Purchase Price Not Greater than $22.00 per Share Nor Less than $19.25 per Share CUSIP: 218352102 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON MARCH 31, 2023, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). Corcept Therapeutics Incorporated, a Delaware corporation (the “Company,” “Corcept,” “we,” “us” or “our”), invites our stockh...
listed = True...2% of the outstanding Shares without extending the Offer. See Section 1. THE OFFER IS CONDITIONED ON AT LEAST 3,000,000 SHARES BEING TENDERED. THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. i Table of Contents The Shares are listed and traded on The Nasdaq Stock Market (“Nasdaq”) under the trading symbol “CORT.” On March 3, 2023, one trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $19.20 per Share. Stockholders are urged to obtain current market quotations for the Shares before deciding whether and at what purchase price or purchase prices to tender their Share...
mechanism = DUTCH...ayment in the Offer by no more than 2% of the outstanding Shares without extending the Offer. See Section 1. What will be the purchase price for the Shares and what will be the form of payment? We are conducting the 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 tender your Shares. The price range for the Final Purchase Price is $19.25 to $22.00 per Share. The Final Purchase Price will be a single per Share price, equal to the lowest single purchase price, not greater than $22.00 no...
must_tender_all = True...been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: • first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Final Purchase Price from stockholders who properly tender all of their Shares at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference; • second, after purchasing all Odd Lots that were properly tendered at or be...
price = USD 19.25-22.0...ommonly 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 tender your Shares. The price range for the Final Purchase Price is $19.25 to $22.00 per Share. The Final Purchase Price will be a single per Share price, equal to the lowest single purchase price, not greater than $22.00 nor less than $19.25 per Share, that would allow us to purchase (i) 7,500,000 Shar...
priority = True...rice and not properly withdrawn. If the conditions to the Offer have been satisfied or waived and more than 7,500,000 Shares have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: • first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Final Purchase Price from stockholders who properly tender all of their Shares at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this pr...
threshold = 100...thdrawn. If the conditions to the Offer have been satisfied or waived and more than 7,500,000 Shares have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: • first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Final Purchase Price from stockholders who properly tender all of their Shares at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this pr...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d79724dex99a1a.htm EX-99.(A)(1)(A) EX-99.(A)(1)(A) Table of Contents EXHIBIT (a)(1)(A) Offer to Purchase by Corcept Therapeutics Incorporated Up to 7,500,000 Shares of its Common Stock At a Cash Purchase Price Not Greater than $22.00 per Share Nor Less than $19.25 per Share CUSIP: 218352102 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT ONE MINUTE AFTER 11:59 P.M., NEW YORK CITY TIME, ON MARCH 31, 2023, UNLESS THE OFFER IS...

The filings

FiledFormRoleOn EDGAR
2023-03-06SC TO-Ioriginal (governing)View