HARMONIC INC HLIT

election_required = True...100 shares and I tender all of my 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 prior to 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. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 5:00 p.m., New York City time, on May 24,...

expiry = 2013-05-24...ase for Cash by HARMONIC INC. of Up to 16,000,000 Shares of its Common Stock at a Purchase Price Not Greater Than $6.25 nor Less Than $5.75 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 24, 2013 UNLESS THE OFFER IS EXTENDED. Harmonic Inc., a Delaware corporation (the “Company,” “we,” or “us”), is offering to purchase up to 16,000,000 shares of its common stock, par value $0.001 per share (the “common stock”), at a price not greate...

listed = True...e events described above will be final and binding on all persons participating in the Offer, subject to such Offer participant’s disputing such determination in a court of competent jurisdiction. -18- Table of Contents 8. Price Range of the Shares The shares are traded on NASDAQ under the symbol “HLIT”. The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by NASDAQ, based on published financial sources. High Low Fiscal 2010 First Quarter $ 6.95 $ 5.78 Second Quarter 7.27 5.25 Third Quarter 7.14 5.34 Fourth Quarter 8.87 6.37 Fiscal 2011 First Quarter $ 10.05 $ 7.78...

mechanism = DUTCH...offering to purchase up to 16,000,000 shares of our common stock, par value $0.001 per share. See Section 1. What will the purchase price for the shares be 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 (in multiples of $0.05) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $5.75 to $6.25 per share. After the Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will t...

must_tender_all = True...may elect to accept for payment, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares: • first, from all holders of “odd lots” of less than 100 shares who properly tender all of their shares at or below the purchase price we determine and do not properly withdraw them before the Expiration Time; -vi- Table of Contents • second, from all other stockholders who properly tender shares at or below the purchase price we determine, on a pro rata basis (except for stockholders who tendered shares conditionally for which the conditi...

price = USD 5.75-6.25...ified “Dutch Auction.” This procedure allows you to select the price (in multiples of $0.05) within a price range specified by us at which you are willing to sell your shares. The price range for the Offer is $5.75 to $6.25 per share. After the Offer expires, we will look at the prices chosen by stockholders for all of the shares properly tendered. We will then select the lowest purchase price (in multiples of $0.05) that will allow us to...

threshold = 100...at prices at or below the purchase price. -4- Table of Contents Odd Lots. The term “odd lots” means all shares properly tendered prior to the Expiration Time at prices at or below the purchase price selected by us and not properly withdrawn by any person (an “Odd Lot Holder”) who owned beneficially or of record a total of fewer than 100 shares and so certified 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 by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for payment before any pr...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 d526264dex99a1a.htm EX-99.(A)(1)(A) EX-99.(a)(1)(A) Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash by HARMONIC INC. of Up to 16,000,000 Shares of its Common Stock at a Purchase Price Not Greater Than $6.25 nor Less Than $5.75 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MAY 24, 2013 UNLESS THE OFFER IS EXTENDED. Harmonic Inc., a Delaware corporation (the “Company...