ISABELLA BANK Corp ISBA

election_required = True...ll I be subject to proration? If you own, beneficially or of record, fewer than an aggregate of 100 shares, you properly tender all of such shares at or below the Purchase Price prior to the Expiration Time (and do not properly withdraw 5 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 tender my shares? To tender your Shares, prior to 5:00 p.m., New York City time, on October 13, 2021, unless the Offer...

expiry = 2021-10-13...to $20,000,000 of its Common Stock At a Purchase Price Not Less Than $23.00 Per Share and Not More Than $27.00 Per Share CUSIP: 464214105 THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5 P.M., NEW YORK CITY TIME, ON OCTOBER 13, 2021, UNLESS THE TENDER OFFER IS EXTENDED OR TERMINATED. Isabella Bank Corporation, a Michigan corporation (the “Corporation,” “we,” “us,” or “our”), hereby offers to purchase for cash up to $20,000,000 of shares of its issued and outstanding c...

mechanism = DUTCH...where you will find a more complete discussion. Who is offering to purchase my shares? We (Isabella Bank Corporation) are offering to purchase your shares. See Section 1. What will be the Purchase Price for the shares? We are conducting an offer by means of a modified “Dutch auction.” We are offering to purchase up to $20,000,000 of shares, upon the terms and subject to the conditions of the tender offer, at a Purchase Price (to be determined as provided herein) of not less than $23.00 per share and not more than $27.00 per share, less any applicable withholding taxes and without interest, for each share we purchase...

must_tender_all = True...t the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Time, we will purchase shares: •first, from all shareholders of “odd lots” (persons who own fewer than 100 shares), who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Time; •second, subject to the conditional tender provisions described in Section 6, on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all other shareholders who properly tender shares at or below the Purch...

no_priority = True.... HOLDERS (AS DEFINED IN SECTION 13) MAY BE SUBJECT TO U.S. FEDERAL WITHHOLDING TAX AT A RATE OF 30% ON THE GROSS PROCEEDS PAID PURSUANT TO THE TENDER OFFER. SEE SECTION 3 AND SECTION 13. 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 Time will be subject to proration. See Section 1. As discussed in Section 13, the number of shares to be purchased from a particular shareholder may affect the U.S. federal income tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. Accordingly, a shareholder may tender shares subject to the condition that a specified minimum...

price = USD 23.0-27.0EX-1.A.1.I 2 isba_2021xto-ixexa1ixoffer.htm EX-1.A.1.I Document Offer to Purchase for Cash Up to $20,000,000 of its Common Stock At a Purchase Price Not Less Than $23.00 Per Share and Not More Than $27.00 Per Share CUSIP: 464214105 THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5 P.M., NEW YORK CITY TIME, ON OCTOBER 13, 2021, UNLESS THE TENDER OFFER IS EXTENDED OR TERMINATED. Isabella Bank Corpora...

priority_conflicting = True...d and shares having an aggregate purchase price in excess of $20,000,000, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Time, we will purchase shares: •first, from all shareholders of “odd lots” (persons who own fewer than 100 shares), who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Time; •second, subject to the conditional tender provisions described in Section 6, on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all other shareholders...

threshold = 100...purchase price in excess of $20,000,000, measured at the maximum price at which such shares were properly tendered, have been properly tendered and not properly withdrawn prior to the Expiration Time, we will purchase shares: •first, from all shareholders of “odd lots” (persons who own fewer than 100 shares), who properly tender all of their shares at or below the Purchase Price and do not properly withdraw them prior to the Expiration Time; •second, subject to the conditional tender provisions described in Section 6, on a pro rata basis, with appropriate adjustment to avoid purchases of fractional shares, from all other shareholders who pr...

txn_type = TENDER_OFFEREX-1.A.1.I 2 isba_2021xto-ixexa1ixoffer.htm EX-1.A.1.I Document Offer to Purchase for Cash Up to $20,000,000 of its Common Stock At a Purchase Price Not Less Than $23.00 Per Share and Not More Than $27.00 Per Share CUSIP: 464214105 THE TENDER OFFER, THE PRORATION PERIOD AND WITHDRAWAL RIGHTS EXPIRE AT 5 P.M., NEW YORK CITY TIME, ON OCTOBER 13, 2021, UNLESS THE TENDER OFFER IS EXTENDED OR TERMINATED. Isabella Bank Corp...