GLOBALSCAPE INC
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.
| Status | Closed |
|---|---|
| Closing date | 2018-09-19 |
| 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 $4.50 per share, in steps of $0.10 |
| Most an odd-lot tender could be | $396.00 to $445.50 |
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...Shares, will I be subject to proration? If you own, beneficially or 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 Date, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure. See Section 1. 8 Has the Company or its Board of Directors adopted a position on the Offer? Our Board of Directors has authorized us to make the Offer. However, none of the Company, the members...
expiry = 2018-09-19..., INC. OF UP TO $15,000,000 IN VALUE OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $4.50 PER SHARE NOR LESS THAN $4.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 19, 2018, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). GlobalSCAPE, Inc. (“GlobalSCAPE,” the “Company,” “we,” “us,” or “our”) is offering to purchase for cash up to $15,000,000 of shares of our...
listed = True...ich would represent approximately 17.1% 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 NYSE American exchange (“the NYSE American”) and trade under the symbol “GSB.” On August 21, 2018, the last full trading day before we commenced the Offer, the closing price of the Shares on the NYSE American was $3.96 per Share. You should obtain current market quotations for the Shares before deciding whether to participate in the Offer. If...
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 $4.00 to $4.50 per Share. We will select the lowest single purchase price (in increments of $...
must_tender_all = True...properly withdrawn prior to the Expiration Date would result in an aggregate purchase price of more than $15,000,000, we will purchase Shares in the following order of priority: · first, we will purchase all odd lots of less than 100 Shares from stockholders who properly tender all of their Shares at or below the 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 will not qualify for this preference); · second, after purchasing all the odd lots that were properly tendered at or below the Purchase Price and...
price = USD 4.0-4.5...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 $4.00 to $4.50 per Share. We will select the lowest single purchase price (in increments of $0.10), not greater than $4.50 nor less than $4.00 per Share, that will allow us to purchase up to $15,000,000 in value of Shares at such pric...
priority = True...tockholders properly tendering Shares at $4.00 (the minimum Purchase Price pursuant to the Offer) can reasonably expect to have at least a portion of such Shares purchased at the Purchase Price if any Shares are purchased pursuant to the Offer (subject to the provisions relating to “odd lot” priority). TO PROPERLY TENDER SHARES, OTHER THAN SHARES REGISTERED IN THE NAME OF A BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE, YOU MUST COMPLETE AND SIGN THE RELATED LETTER OF TRANSMITTAL, INCLUDING THE SECTION CAPTIONED “PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES ARE BEING TENDERED.” WE ARE NOT MAKING THE OFFER TO, AND WI...
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 the NYSE American. See Sections 1 and...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 exa1atoi11906004_08222018.htm Exhibit (a)(1)(A) GLOBALSCAPE, INC. OFFER TO PURCHASE FOR CASH BY GLOBALSCAPE, INC. OF UP TO $15,000,000 IN VALUE OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $4.50 PER SHARE NOR LESS THAN $4.00 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON SEPTEMBER 19, 2018, UNLESS THE OFFER IS EXTENDED (SUCH DATE AN...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2018-08-22 | SC TO-I | original (governing) | View |