LAIDLAW INTERNATIONAL INC
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 | 2006-08-07 |
| 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 $25.50 to $28.50 per share, in steps of $0.10 |
| Most an odd-lot tender could be | $2,524.50 to $2,821.50 |
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...y any “odd lot holder” (as defined below) who: • tenders all shares owned (beneficially or of record) by the odd lot holder at a price equal to or below the purchase price (tenders of less than all the shares owned will not qualify for this preference); and • completes the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery; • Second, after the purchase of all the shares properly tendered by odd lot holders and subject to the conditional tender procedures described in Section 6, all other shares properly tendered at prices equal to or below the purchase price, on a pro rata basis with appropriate adju...
expiry = 2006-08-07...he Associated Preferred Share Purchase Rights) at a Purchase Price Not Greater Than $28.50 Nor Less Than $25.50 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND YOUR RIGHT TO WITHDRAW YOUR SHARES WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON AUGUST 7, 2006, UNLESS THE TENDER OFFER IS EXTENDED. WE MAY EXTEND THE TENDER OFFER PERIOD AT ANY TIME. Laidlaw International, Inc. is: • offering to purchase 15,000,000 shares of our common stock and the associated preferred share purchase rights in a t...
listed = True...er shares in the tender offer? Our directors and executive officers have advised us that they do not intend to tender shares pursuant to the tender offer. See Section 11. What is a recent market price of my Laidlaw International, Inc. shares? Our common stock is traded on the NYSE under the symbol “LI.” On July 6, 2006, the last full trading day before we indicated our intention to return approximately $500 million to holders of our common stock through share repurchases, the last reported sale price of our common stock on the NYSE was $26.20 per share. On July 7, 2006, the last full trading day prior to the comme...
mechanism = DUTCH...t the same time increasing non-tendering shareholders’ proportionate interest in us. See Section 2. What is the purchase price? The price range for the tender offer is $25.50 to $28.50. We are conducting the tender offer through a procedure commonly called a “Modified Dutch Auction.” This procedure allows you to choose a price within this price range at which you are willing to sell your shares. We will look at the prices chosen by shareholders for all of the shares properly tendered and not properly withdrawn. We will then select the lowest price that will allow us to buy 15,000,000 shares. If a lesser number of s...
must_tender_all = True...chase price we select. If more than 15,000,000 shares are tendered at or below the selected purchase price, we will purchase shares based on the following order of priority: First, we will purchase shares from all holders of “odd lots” of less than 100 shares who properly tender all of their shares at prices equal to or below the selected price. Second, we will purchase shares from all other shareholders who properly tender shares at prices equal to or below the selected price, on a pro rata basis, subject to the conditional tender provisions described in Section 6. As a result, we will purchase the same percentage of shares from e...
price = USD 25.5-28.5...olders who elect to tender their shares, while at the same time increasing non-tendering shareholders’ proportionate interest in us. See Section 2. What is the purchase price? The price range for the tender offer is $25.50 to $28.50. We are conducting the tender offer through a procedure commonly called a “Modified Dutch Auction.” This procedure allows you to choose a price within this price range at which you are willing to sell your shares. We wi...
threshold = 100...ares. 8 Table of Contents Odd Lots. For purposes of the tender offer, the term “odd lots” means all shares properly tendered before the Expiration Date at prices equal to or below the purchase price and not properly withdrawn by any person, referred to as an “odd lot holder,” who owns, beneficially or of record, a total of fewer than 100 shares and certifies to that fact in the “Odd Lots” box on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. As set forth above, odd lots will be accepted for payment before proration, if any, of the purchase of other tendered shares. To qualify for this preference, an odd lot holder must tender all shares owne...
txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 c06248exv99wxayx1yxiy.htm OFFER TO PURCHASE exv99wxayx1yxiy Table of Contents EXHIBIT (a)(1)(i) Laidlaw International, Inc. Offer to Purchase for Cash up to 15,000,000 Shares of Its Common Stock (Including the Associated Preferred Share Purchase Rights) at a Purchase Price Not Greater Than $28.50 Nor Less Than $25.50 Per Share THE TENDER OFFER, THE PRORATION PERIOD AND YOUR RIGHT...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2006-07-10 | SC TO-I | original (governing) | View |