Eagle Bancorp Montana, Inc. EBMT
No odd-lot preference
Unclear — read the filing yourself
This offer mentions odd lots only to say they get no special treatment. Odd-lot tenders are prorated like everyone else's.
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 | 2021-06-22 |
| 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 $24.00 to $26.25 per share, in steps of $0.25 |
| Most an odd-lot tender could be | $2,376.00 to $2,598.75 |
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 an aggregate of 100 shares, you properly tender all of such shares at or below the Purchase Price prior to the Expiration Time (and do not properly 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 tender offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration. See Section 1. How do I tender my shares? To tender your Shares, unless you are a participant in the ESOP, prior to 5:00 p.m., New York City ti...
expiry = 2021-06-22...p to $6,000,000 of its Common Stock At a Purchase Price Not Less Than $24.00 Per Share and Not More Than $26.25 Per Share CUSIP: 26942G100 THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 22, 2021, UNLESS THE TENDER OFFER IS EXTENDED OR TERMINATED. Eagle Bancorp Montana, Inc., a Delaware corporation (the “Company,” “we,” “us,” or “our”), hereby offers to purchase for cash up to $6,000,000 of shares of its issued and outstanding comm...
listed = True...m us and transmitting payment to the tendering stockholders. See Section 5. THE TENDER OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7. Our shares are listed and traded on the Nasdaq Global Market under the trading symbol “EBMT.” On May 20, 2021, the last trading day prior to the commencement by the Company of the tender offer, the last reported sale price of the shares on the Nasdaq Global Market was $23.79 per share. You are urged to obtain current market quotations for the shares. See Section 8. OUR BOARD OF DIREC...
listed = True...of Montana, a community bank established in 1922 that serves consumers and small businesses in Montana through 23 banking offices. Additional information is available on the Bank’s website at www.opportunitybank.com. The shares of Eagle Bancorp Montana, Inc. are traded on the Nasdaq Global Market under the symbol “EBMT.” EBMT Press Release June 29, 2021 Page 2 FORWARD-LOOKING STATEMENTS The foregoing information should be read in conjunction with the financial statements, notes and other information contained in Eagle’s 2020 Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. This press release contains st...
mechanism = DUTCH...ere you will find a more complete discussion. Who is offering to purchase my shares? We (Eagle Bancorp Montana, Inc.) are offering to purchase your shares. See Section 1. What will be the Purchase Price for the shares? We are conducting an offer by means of a modified “Dutch auction.” We are offering to purchase up to $6,000,000 of shares, upon the terms and subject to the conditions of the tender offer, at a Purchase Price (to be determined as provided herein) of not less than $24.00 per share and not more than $26.25 per share, less any applicable withholding taxes and without interest, for each share we purchase...
mechanism = DUTCHEX-99.(A)(5)(III) 2 brhc10026344_ex99-a5iii.htm EXHIBIT (A)(5)(III) Exhibit (a)(5)(iii) Contacts: Peter J. Johnson, President and CEO (406) 457-4006 Laura F. Clark, EVP and CFO (406) 457-4007 Eagle Bancorp Montana, Inc. Announces Results of its Modified Dutch Auction Tender Offer Helena, Montana – June 29, 2021 – Eagle Bancorp Montana, Inc. (NASDAQ: EBMT), (the “Company” or “Eagle”) announced today the final results of its modified “Dutch auction” tender offer (the “Tender Offer”) to purchase for cash up to $6,000,000 of shares of its common stock (the “Common Stock”) at a price per share not less th...
must_tender_all = True...re properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Time, we will purchase shares: • first, from all stockholders of “odd lots” (persons who own fewer than 100 shares, not including any shares held in the ESOP) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Time; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all other stockholders who properly tender shares at or below the Purc...
no_priority = True...HOLDERS (AS DEFINED IN SECTION 13) MAY BE SUBJECT TO U.S. FEDERAL WITHHOLDING TAX AT A RATE OF 30% ON THE GROSS PROCEEDS PAID PURSUANT TO THE TENDER OFFER. SEE SECTION 3 AND SECTION 13. 6. Conditional Tender of Shares. Subject to the exception for holders of odd lots, in the event of an oversubscription of the tender offer, shares tendered prior to the Expiration Time will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular stockholder may affect the U.S. federal income tax treatment of the purchase to the stockholder and the stockholder’s decision whether to tender. Accordingly, a stockholder may tender shares subject to the condition that a specified minimum...
price = USD 24.0-26.25...-99.(A)(1)(I) 2 nt10023797x1_ex99-a1i.htm EXHIBIT (A)(1)(I) TABLE OF CONTENTS Exhibit (a)(1)(i) Offer to Purchase for Cash Up to $6,000,000 of its Common Stock At a Purchase Price Not Less Than $24.00 Per Share and Not More Than $26.25 Per Share CUSIP: 26942G100 THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 22, 2021, UNLESS THE TENDER OFFER IS EXTENDED OR TERMINATED. Eagle Bancorp Montana...
price = USD 24.0-26.25...lts of its modified “Dutch auction” tender offer (the “Tender Offer”) to purchase for cash up to $6,000,000 of shares of its common stock (the “Common Stock”) at a price per share not less than $24.00 and not greater than $26.25, which expired at 5:00 p.m., New York City time, on June 22, 2021. Based on the final count by Computershare Trust Company, N.A., the depositary for the Tender Offer, a total of 846,965 shares of common stock were prope...
priority_conflicting = True...d and shares having an aggregate purchase price in excess of $6,000,000, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Time, we will purchase shares: • first, from all stockholders of “odd lots” (persons who own fewer than 100 shares, not including any shares held in the ESOP) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Time; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis, with appropriate adjustment to avoid purchases of fra...
threshold = 100...purchase price in excess of $6,000,000, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Time, we will purchase shares: • first, from all stockholders of “odd lots” (persons who own fewer than 100 shares, not including any shares held in the ESOP) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Time; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis, with appropriate adjustment to avoid purchases of fractional...
txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 nt10023797x1_ex99-a1i.htm EXHIBIT (A)(1)(I) TABLE OF CONTENTS Exhibit (a)(1)(i) Offer to Purchase for Cash Up to $6,000,000 of its Common Stock At a Purchase Price Not Less Than $24.00 Per Share and Not More Than $26.25 Per Share CUSIP: 26942G100 THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 22, 2021, UNLESS THE TENDER OFFER IS EXTENDED OR TERMINATED. Eagle Bancorp Monta...
txn_type = TENDER_OFFER...ion in this press release describing the Tender Offer is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of Common Stock in the Tender Offer. The Tender Offer was made only pursuant to the Offer to Purchase and the related materials that the Company filed with the SEC, as amended or supplemented. Stockholders who have questions or would like additional information about the Tender Offer may contact the information agent for the tender offer, Mackenzie Partners, Inc., toll-free at (800) 322-2885. About Eagle Bancorp Montana, Inc. Eagle Banco...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2021-05-21 | SC TO-I | original (governing) | View |
| 2021-06-29 | SC TO-I/A | amendment | View |