LIFEWAY FOODS INC LWAY

election_required = True...will I be subject to proration? If you own, beneficially or of record, fewer than 100 shares in the aggregate, you validly tender all of these shares at or below the Purchase Price prior to the Expiration Date (and do not validly 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 Offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration. See Section 1. Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw your tendered shares at any time prior to the...

expiry = 2017-07-25...way Foods, Inc. of Up to $6,000,000 of Shares of its Common Stock At a Purchase Price Not Less Than $8.50 Per Share and Not More Than $9.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 25, 2017 UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). Lifeway Foods, Inc., an Illinois corporation (the “Company,” “Lifeway,” “we,” “our” or “us”), is offering to purchase for cash shares of...

listed = True...oximately 3.9% of our outstanding common stock as of June 26, 2017. The Offer is not conditioned upon any minimum number of shares being tendered. The Offer is, however, subject to a number of other terms and conditions. See Sections 7 and 9. Our common stock is traded on the Nasdaq National Market (the “Nasdaq”) under the symbol “LWAY”. On June 23, 2017, the last full trading day prior to our announcement of the Offer, the reported closing price of our common stock on Nasdaq was $9.36 per share. You are urged to obtain current market quotations for our common stock before deciding whether, and at what price or prices, to tender you...

mechanism = DUTCH...ribed in this Offer to Purchase and in the related Letter of Transmittal (the “Letter of Transmittal” and, together with this Offer to Purchase, as they may be amended or supplemented from time to time, the “Offer”). We are conducting the Offer by means of a “modified Dutch auction.” We are offering to purchase up to shares having an aggregate purchase price of no more than $6 million in the Offer. On the terms and subject to the conditions of the Offer, we will determine a single per share price, not greater than $9.50 nor less than $8.50 per share, net to the seller in cash, less any applicable withholding taxes...

must_tender_all = True...rice (and not validly withdrawn prior to the Expiration Date) for which the condition was not initially satisfied, by random lot, to the extent feasible (to be eligible for purchase by random lot, shareholders whose shares are conditionally tendered must have tendered all of their shares). See Sections 1 and 6. Because of the “odd lot” priority, proration and conditional tender provisions described above, we may not purchase all of the shares that you tender even if you validly tender them at a price at or below the Purchase Price. If I own fewer than 100 shares and I tender all of my shares, will I be subject to prorati...

price = USD 8.5-9.5...3 lifeway_ex-99a1a.htm OFFER TO PURCHASE Exhibit (a)(1)(A) Offer to Purchase for Cash by Lifeway Foods, Inc. of Up to $6,000,000 of Shares of its Common Stock At a Purchase Price Not Less Than $8.50 Per Share and Not More Than $9.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 25, 2017 UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION DA...

priority = True...hase Price or pursuant to Purchase Price Tenders will receive the Purchase Price, payable in cash, without interest, but subject to applicable withholding taxes, for all shares purchased upon the terms and subject to the conditions of the Offer, including the provisions relating to “odd lot” priority, proration and conditional tender described below. Under a Purchase Price Tender, shares will be purchased, upon the terms and subject to the conditions of the Offer, at the Purchase Price. If you wish to maximize the chance that your shares will be purchased by us in the Offer, you should validly tender your shares pursuant to a Purchas...

threshold = 100...ecified number of shares, it is possible that none of those shares will be purchased. Odd Lots. The term “odd lots” means all shares validly tendered prior to the Expiration Date at prices at or below the Purchase Price and not validly withdrawn by any person who owned, beneficially or of record, a total of fewer than 100 shares and so certified in the appropriate place in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery (an “Odd Lot Holder”). To qualify for this preference, an Odd Lot Holder must tender all shares owned by such Odd Lot Holder in accordance with the procedures described in Section 3. Odd lots will be accepted fo...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 3 lifeway_ex-99a1a.htm OFFER TO PURCHASE Exhibit (a)(1)(A) Offer to Purchase for Cash by Lifeway Foods, Inc. of Up to $6,000,000 of Shares of its Common Stock At a Purchase Price Not Less Than $8.50 Per Share and Not More Than $9.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JULY 25, 2017 UNLESS THE OFFER IS EXTE...