Information Services Group Inc. III
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 | 2016-04-07 |
| 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 $3.30 to $4.00 per share, in steps of $0.10 |
| Most an odd-lot tender could be | $326.70 to $396.00 |
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...ll 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 Date (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 withdraw shares I previously tendered? You must deliver on a timely basis a written or facsimile notice of your withdra...
expiry = 2016-04-07...Offer to Purchase for Cash up to $12,000,000 of its Common Stock At a Purchase Price Not Less Than $3.30 and Not More Than $4.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 7, 2016, UNLESS THE TENDER OFFER IS EXTENDED. Information Services Group, Inc., a Delaware corporation ("ISG," the "Company," "we," "us," or "our"), hereby offers to purchase for cash up to $12.0 million of shares of its issued and outstanding com...
listed = True...ock subject to applicable legal and regulatory requirements. See Section 1. 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 "III." On March 9, 2016, the last reported sale price of the shares on the NASDAQ Global Market was $3.31 per share. You are urged to obtain current market quotations for the shares before deciding whether, and at what price, to tender your shares. See Section 8. Neither the Securities and Exchange...
mechanism = DUTCH...l find a more complete discussion. Who is offering to purchase my shares? We (Information Services Group, Inc.) are offering to purchase your shares. See Section 1. What will be the Purchase Price for the shares? We are conducting a tender offer by means of a modified "Dutch auction." We are offering to purchase shares having an aggregate purchase price of no more than $12.0 million, upon the terms and subject to the conditions of the tender offer, at a Purchase Price of not less than $3.30 and not more than $4.00 per share, less any applicable withholding taxes and without interest, for each share of common stock w...
must_tender_all = True...at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase shares: • first, from all stockholders of "odd lots" (persons who own less than 100 shares) who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them before the expiration of the tender offer; • second, subject to the conditional tender provisions described in Section 6, on a pro rata basis from all other stockholders who properly tender shares at or below the Purchase Price and do not properly withdraw them before the e...
no_priority = True...son will be deducted from the Purchase Price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, is submitted. See the Letter of Transmittal. 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 Date 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 3.3-4.0...e to rapidly navigate through this document Exhibit (a)(1)(A) INFORMATION SERVICES GROUP, INC. Offer to Purchase for Cash up to $12,000,000 of its Common Stock At a Purchase Price Not Less Than $3.30 and Not More Than $4.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 7, 2016, UNLESS THE TENDER OFFER IS EXTENDED. Information Services Group, Inc., a Delaware corpora...
priority_conflicting = True...purchase price in excess of $12.0 million, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will buy shares in the following order of priority: • first, from all holders of "odd lots" (holders of fewer than 100 shares) who properly tender all their shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date; • second, on a pro rata basis from all other stockholders who properly tender shares at or below the Purchase Price, other than stockholders who tender conditionally and whose conditions are not satisf...
threshold = 100...$12.0 million, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Date, we will buy shares in the following order of priority: • first, from all holders of "odd lots" (holders of fewer than 100 shares) who properly tender all their shares at or below the Purchase Price and do not properly withdraw them before the Expiration Date; • second, on a pro rata basis from all other stockholders who properly tender shares at or below the Purchase Price, other than stockholders who tender conditionally and whose conditions are not satisfied; an...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 a2227651zex-99_a1a.htm EX-99.(A)(1)(A) QuickLinks -- Click here to rapidly navigate through this document Exhibit (a)(1)(A) INFORMATION SERVICES GROUP, INC. Offer to Purchase for Cash up to $12,000,000 of its Common Stock At a Purchase Price Not Less Than $3.30 and Not More Than $4.00 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON APRIL 7, 2016, UNLESS THE TENDER OFFER IS EXTENDED. Information Services Group, Inc., a Delaware corporation ("IS...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2016-03-10 | SC TO-I | original (governing) | View |