EMCORE CORP EMKR
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 | 2015-06-15 |
| 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 | Not stated |
| Price offered | USD $6.25 to $6.75 per share, in steps of $0.10 |
| Most an odd-lot tender could be | $618.75 to $668.25 |
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 = 2015-06-15...se for Cash by EMCORE Corporation of Up to $45,000,000 of Shares of Its Common Stock at a Purchase Price Not Greater than $6.75 per Share nor Less than $6.25 per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, JUNE 15, 2015, UNLESS THE OFFER IS EXTENDED (SUCH TIME AND DATE, AS MAY BE EXTENDED, THE "EXPIRATION TIME"). EMCORE Corporation, a New Jersey corporation (the "Company," "EMCORE," "we," or "us"), invites its shareholders to tender shares of its common s...
listed = True...without amending or extending the Offer. See Section 1. The Offer is not conditioned on obtaining financing or on any minimum number of Shares being tendered. The Offer is, however, subject to certain other conditions. See Section 7. The Shares are listed and traded on the NASDAQ Global Market (the "NASDAQ") under the symbol "EMKR." On May 5, 2015, the last full trading day prior to the announcement and commencement of the Offer, the last reported sale price of the Shares was $5.58 per Share. Shareholders are urged to obtain current market quotations for the Shares before deciding whether and at what purchase price or purchase prices to te...
mechanism = DUTCH...ious factors and information before approving the Offer, including, without limitation, other possible methods of repurchasing the Shares, including in the open market or through a fixed price tender offer for the Shares, recent trends in the market regarding modified "Dutch auction" tender offers, trends in the equity market generally, shareholder input, and historical trading performance of our Shares, of the stock of comparable public companies and of related market indices. We believe that the modified "Dutch auction" tender offer set forth in this Offer to Purchase represents a mechanism to provide our sharehol...
mechanism = DUTCHEX-99.(A)(5)(E) 2 a15-10928_9ex99da5e.htm EX-99.(A)(5)(E) Exhibit (a)(5)(E) PRESS RELEASE EMCORE Corporation Announces Updated Preliminary Results of Its Modified Dutch Auction Tender Offer to Repurchase up to $45 Million of Shares of Common Stock ALHAMBRA, California, June 17, 2015 —EMCORE Corporation (NASDAQ: EMKR - News) (“EMCORE,” or the “Company”) today announced updated preliminary results of its modified “Dutch auction” tender offer, which expired at 5:00 P.M., New York City time, on June 15, 2015. Based...
mechanism = DUTCHEX-99.(A)(5)(F) 2 a15-10928_9ex99da5f.htm EX-99.(A)(5)(F) Exhibit (a)(5)(F) PRESS RELEASE EMCORE Corporation Announces Final Results of Its Modified Dutch Auction Tender Offer; Purchases 6,870,229 Shares of Its Common Stock at $6.55 Per Share ALHAMBRA, California, June 19, 2015 —EMCORE Corporation (NASDAQ: EMKR - News) (“EMCORE” or the “Company”) today announced the final results of its modified “Dutch auction” tender offer, which expired at 5:00 P.M., New York City time, on June 15, 2015. The Com...
must_tender_all = True...r of Transmittal. Tendering shareholders should be aware that this election could mean that none of their Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, odd lot holders who tender all of their Shares must complete the section captioned "Odd Lots" in the Letter of Transmittal, and, if applicable, in the Notice of Guaranteed Delivery, to qualify for the preferential treatment available to odd lot holders as set forth in Section 1. Shareholders holding their Shares through a broker, dealer, commercial bank, trust company or other nomine...
price = USD 6.25-6.75...a modified "Dutch auction," which allows you to select the price (in increments of $0.10), within a price range specified by us, at which you are willing to sell your Shares. The price range for the Offer is $6.25 to $6.75 per Share. We will select the lowest purchase price, not greater than $6.75 per Share nor less than $6.25 per Share, that will allow us to purchase Shares having an aggregate purchase price of $45 million, based on the...
price = USD 6.55...Dutch auction” tender offer, which expired at 5:00 P.M., New York City time, on June 15, 2015. The Company today accepted for purchase 6,870,229 shares of EMCORE common stock at a purchase price of $6.55 per share, for a total aggregate cost of approximately $45 million, excluding fees and expenses related to the tender offer. Based on the final count by American Stock Transfer & Trust Company, LLC, the depositary for the tender...
threshold = 100...ng provisions will apply to the greater amount. Odd Lots. For purposes of the Offer, the term "odd lots" means all Shares properly tendered at prices at or below the Final Purchase Price held by a shareholder who owns beneficially or of record an aggregate of fewer than 100 Shares, which we refer to as an "odd lot holder," and so certifies in the appropriate place on the Letter of Transmittal, and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender all Shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3. As set forth ab...
txn_type = CONSOLIDATION...ially owning a total of 2,073,975 shares of Common Stock including having sole voting power over 1,338,750 shares of Common Stock and shared dispositive power over 735,225 shares of Common Stock. All share ownership numbers have been adjusted to account for a reverse stock split effected by the Company at a ratio of 4:1 on February 15, 2012. The address of the Kopp Parties is 8400 Normandale Lake Blvd., Suite 1450, Bloomington, Minnesota 55437. Securities Transactions. Based on our records and on information provided to us by our directors, executive officers, affiliates and subsidiaries, neither we nor any of o...
txn_type = TENDER_OFFER...elivery period and completion of the verification process. Payment for the shares accepted for purchase under the tender offer, and return of all other shares tendered and not purchased, will occur promptly thereafter. The tender offer was made pursuant to an Offer to Purchase and Letter of Transmittal, each dated May 15, 2015. The information agent for the offer is MacKenzie Partners, Inc. All questions and requests for information about the offer should be directed to the information agent at (212) 929-5500 (collect) or (800) 322-2885 (toll-free) or tenderoffer@mackenziepartners.com. About EMCORE EMCORE Corp...
txn_type = TENDER_OFFER...validly tendered and accepted for purchase in accordance with applicable law. Shares tendered and not accepted for purchase will be returned promptly to shareholders by the depositary in accordance with applicable law. The tender offer was made pursuant to an Offer to Purchase and Letter of Transmittal, each dated May 15, 2015. The information agent for the offer is MacKenzie Partners, Inc. All questions and requests for information about the offer should be directed to the information agent at (212) 929-5500 (collect) or (800) 322-2885 (toll-free) or tenderoffer@mackenziepartners.com. About EMCORE EMCORE Corp...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2015-05-15 | SC TO-I | original (governing) | View |
| 2015-06-18 | SC TO-I/A | amendment | View |
| 2015-06-19 | SC TO-I/A | amendment | View |