INDEPENDENCE HOLDING CO
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 | 2001-08-23 |
| 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 $15.00 to $16.75 per share |
| Cleared at | $16.75 |
| Most an odd-lot tender could be | $1,658.25 |
How it finished
Everyone else42.05%
| Shares tendered | 463,647 |
|---|---|
| Proration factor | 42% |
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...he expiration of the Offer. IHC will purchase all of the Shares validly tendered by a shareholder who owns beneficially or of record less than 100 Shares, if the shareholder tenders all of the Shares at or below the Purchase Price before the Offer expires and completes the section entitled 'Odd Lots' in the Letter of Transmittal. The Offer will expire at 5:00 p.m., Eastern time, on August 23, 2001 unless extended or earlier terminated (such time and date, as the same may be extended or earlier terminated, the 'Expiration Date'). The Offer is not conditioned on any minimum aggregate amount of Common Stock being tendered. The Offer is, however, subject to certain...
expiry = 2001-08-23...NDENCE HOLDING COMPANY OFFER TO PURCHASE FOR CASH 100,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $16.75 NOR LESS THAN $15.00 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON AUGUST 23, 2001, UNLESS THE OFFER IS EXTENDED. Independence Holding Company, a Delaware corporation ('IHC' or the 'Company'), invites its shareholders to tender your shares of its Common Stock, par value $1.00 per share (the 'Shares'), to IHC at a price n...
listed = True...certain other conditions. See Section 6. IHC's obligations in respect of the Offer are conditioned on the satisfaction of the conditions set forth herein. Your tender of Common Stock may be withdrawn at any time on or prior to the Expiration Date. The Shares are traded on the NASDAQ Stock Market under the symbol 'INHO'. On July 13, 2001, the last full trading day before IHC's preliminary announcement of the Offer, the last reported sale price of the Shares was $15.00 per Share. IHC urges you to obtain current market quotations for the Shares. See Section 7. IHC'S BOARD OF DIRECTORS HAS APPROVED THIS OFFER. HOWEVER, NEITHER IHC NOR ITS BOARD OF D...
mechanism = DUTCH...)(B), respectively (which together with any amendments or supplements thereto, collectively constitute the "Offer"). ITEM 11. Additional Information On August 24, 2001, IHC issued a Press Release relating to the announcement of the preliminary results of its "Modified Dutch Auction" Tender Offer. This press release is included herein as Exhibit (a) (1) (K). ITEM 12. EXHIBITS. (a) (1) (K) Press Release dated August 24, 2001 announcing preliminary results of "Modified Dutch Auction" Tender Offer. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this s...
mechanism = DUTCH...) (1)(B), respectively (which together with any amendments or supplements thereto, collectively constitute the "Offer"). ITEM 11. Additional Information On September 4, 2001, IHC issued a Press Release relating to the announcement of the final results of its "Modified Dutch Auction" Tender Offer. This press release is included herein as Exhibit (a) (1) (L). ITEM 12. EXHIBITS. (a) (1) (L) Press Release dated September 4, 2001 announcing final results of "Modified Dutch Auction" Tender Offer. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this state...
mechanism = DUTCH...ter than $16.75 nor less than $15.00 per share (in $0.25 increments). Your tenders must be on the terms and subject to the conditions set forth in this document and the related Letter of Transmittal. These documents together constitute the 'Offer.' Under the 'Modified Dutch Auction' procedure, IHC will, upon the terms and subject to the conditions of the Offer, determine a single per share price (not greater than $16.75 nor less than $15.00 per share), net to the seller in cash, without interest (the 'Purchase Price'), that it will pay for Shares validly tendered and not withdrawn pursuant to the Offer, taking into...
must_tender_all = True...endered under the procedure for book-entry transfer set forth in Section 3. See Section 4. In what order will tendered Shares be purchased?................................. First, IHC will purchase Shares from all holders of 'odd lots' of less than 100 Shares who properly tender all of their Shares at or below the Purchase Price. Second, after purchasing all Shares from the 'odd lot' holders, IHC will purchase Shares from all other shareholders who properly tender Shares at or below the Purchase Price on a pro rata basis. Therefore, all of the Shares that you tender in the Offer may not be purchased even if they are tendered at or...
price = USD 16.75...which expired on Thursday, August 23, 2001 at 5:00 p.m. Eastern time. IHC purchased 202,757 shares (including shares which became odd-lot shares as a result of the proration) at a purchase price of $16.75 per share, or $3,396,180. Based on a final count by the Depositary 463,647 shares of common stock were properly tendered and not withdrawn. Since the offer was oversubscribed, the number of shares IHC will purchase from each tend...
price = USD 15.0-16.75...odified Dutch Auction.' This procedure allows you to select the price (in $0.25 increments) within a price range specified by IHC at which you are willing to sell your Shares. The price range for this Offer is $15.00 to $16.75 per Share. IHC will determine the lowest single purchase price that will allow it to purchase 100,000 Shares, or if fewer Shares are tendered, all Shares that are properly tendered and not withdrawn. All Shares purchase...
threshold = 100...as described below. ODD LOTS. For purposes of the Offer, the term 'Odd Lots' shall mean all Common Stock properly tendered prior to the Expiration Date at prices at or below the Purchase Price and not properly withdrawn by any person (an 'Odd Lot Holder') who owns beneficially or of record an aggregate of fewer than 100 shares of Common Stock 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 by the Odd Lot Holder in accordance with the 7 procedures described in Section 3. As set forth above, Odd Lots will...
txn_type = TENDER_OFFER...eck the following box if the filing is a final amendment reporting the results of the tender offer: [ ] This Amendment No. 2 relates to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 26, 2001 related to our offer to purchase 100,000 shares of our common stock, with the option to purchase an additional 100,000 shares (which is less than 2% of the outstanding common stock), or such lesser number of shares as are properly tendered and not withdrawn, at a price not greater than $16.75 nor less than $15.00 per share, upon the terms and subject to the conditions d...
txn_type = TENDER_OFFER...eck the following box if the filing is a final amendment reporting the results of the tender offer: [X] This Amendment No. 3 relates to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 26, 2001 related to our offer to purchase 100,000 shares of our common stock, with the option to purchase additional shares representing less than 2% of the outstanding common stock, or such lesser number of shares as are properly tendered and not withdrawn, at a price not greater than $16.75 nor less than $15.00 per share, upon the terms and subject to the conditions described...
txn_type = TENDER_OFFEREX-99 2 ex99-a1a.txt EXHIBIT (A)(1)(A) EXHIBIT (a)(1)(A) INDEPENDENCE HOLDING COMPANY OFFER TO PURCHASE FOR CASH 100,000 SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $16.75 NOR LESS THAN $15.00 THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., EASTERN TIME, ON AUGUST 23, 2001, UNLESS THE OFFER IS EXTENDED. Independence Holding Company, a Delaware corporation ('IHC' or the 'Company'), invites its shar...
final_price = 16.75...h Auction" tender offer, which expired on Thursday, August 23, 2001 at 5:00 p.m. Eastern time. IHC purchased 202,757 shares (including shares which became odd-lot shares as a result of the proration) at a purchase price of $16.75 per share, or $3,396,180. Based on a final count by the Depositary 463,647 shares of common stock were properly tendered and not withdrawn. Since the offer was oversubscribed, the number of shares IHC will purchase from each tendering shareholder (other than odd-lot holders) will be pro-r...
proration_pct = 42.05...properly tendered and not withdrawn. Since the offer was oversubscribed, the number of shares IHC will purchase from each tendering shareholder (other than odd-lot holders) will be pro-rated using a proration factor of 42.05%. The number of shares purchased represents approximately 2.5% of IHC's 7,985,595 shares of common stock outstanding as of August 6, 2001. Payment of all shares purchased will commence as soon as possible. IHC is a holding company engaged principally in the life and health insura...
tendered = 463647...C purchased 202,757 shares (including shares which became odd-lot shares as a result of the proration) at a purchase price of $16.75 per share, or $3,396,180. Based on a final count by the Depositary 463,647 shares of common stock were properly tendered and not withdrawn. Since the offer was oversubscribed, the number of shares IHC will purchase from each tendering shareholder (other than odd-lot holders) will be pro-rated using a proration factor of 42.05%. The number of shares purchased represents approximately 2.5% of IHC's...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2001-07-26 | SC TO-I | original (governing) | View |
| 2001-08-24 | SC TO-I/A | amendment | View |
| 2001-09-04 | SC TO-I/A | amendment | View |