MANNATECH INC MTEX

election_required = True...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 Final 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 (such shareholder an “Odd Lot Holder”), and all conditions to the tender offer are satisfied or waived, we will purchase all of your Shares without subjecting them to proration (the “Odd Lot Priority”). See Section 1. In what order will you purchase the tendered Shares? We will pur...

expiry = 2018-06-15...chase Price, Shares having an aggregate value of less than $16 million are properly tendered and not properly withdrawn, we will buy all Shares properly tendered and not properly withdrawn. The term “Expiration Date” means 12:00 Midnight, New York City time, at the end of Friday, June 15, 2018, unless and until we, in our sole discretion, shall have extended the period of time during which the Offer will remain open, in which event the term “Expiration Date” shall refer to the latest time and date at which the Offer, as so exten...

listed = True...e issued and outstanding Shares as of April 30, 2018. THE OFFER IS NOT CONDITIONED ON THE RECEIPT OF FINANCING OR ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. The Shares are listed and traded on The Nasdaq Global Select Market (“Nasdaq”) under the symbol “MTEX.” On May 16, 2018, two trading days prior to the commencement of the Offer, the last reported sale price of the Shares was $15.65 per Share. Shareholders are urged to obtain current market quotations for the Shares before deciding whether and at what purchase price or purchase prices to tender their Shares. See S...

mechanism = DUTCH...to return capital to our shareholders, we plan to use up to $16 million of cash to repurchase Shares in this Offer. Additionally, we are evaluating other ways to utilize our balance of cash and cash equivalents to invest in our business. We believe that the “modified Dutch auction” tender offer set forth in this Offer to Purchase represents an efficient mechanism to provide our shareholders with the opportunity to tender all or a portion of their Shares and thereby receive a return of some or all of their investment in the Company if they so elect. The Offer provides shareholders with an opportunity to obtain liqu...

must_tender_all = True...l purchase all of your Shares without subjecting them to proration (the “Odd Lot Priority”). See Section 1. In what order will you purchase the tendered Shares? We will purchase Shares on the following basis: • first, we will purchase from all Odd Lot Holders who properly tender all of their Shares at or below the Final Purchase Price and do not properly withdraw them prior to the Expiration Date; • second, subject to the conditional tender provisions described in Section 6 (whereby a holder may specify a minimum number of such holder’s Shares that must be purchased if any such Shares are purchased), we will purchase all Shares pro...

price = USD 18.5-21.0...ommonly called a “modified Dutch auction.” This procedure allows you to select the price, within a price range specified by us, at which you are willing to tender your Shares. The price range for the Offer is $18.50 to $21.00 per Share. We will select the single lowest purchase price (in increments of $0.25), not greater than $21.00 nor less than $18.50 per Share, that will allow us to purchase up to $16 million in value of Shares at such pr...

priority = True...$16 million and may increase the number of Shares accepted for payment in the Offer by no more than 2% of the outstanding Shares without extending the Offer. For purposes of the Offer, we will be deemed to have accepted for payment (and therefore purchased), subject to odd lot priority, proration and conditional tender provisions of the Offer, Shares that are properly tendered at or below the Final Purchase Price and not properly withdrawn only when, as and if we give oral or written notice to the Depositary of our acceptance of the Shares for payment pursuant to the Offer. Upon the terms and subject to the conditions...

threshold = 100...ces at or below the Final Purchase Price. As we noted above, we may elect to purchase more than $16 million in value of Shares in the Offer, subject to applicable law. If we do so, the preceding provisions will apply to the greater value. Odd Lots. Any person who owns, beneficially or of record, a total of fewer than 100 Shares and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery (“Odd Lot Holder”), will have their Shares accepted for payment before any proration of or purchase of any other tendered Shares (the “Odd Lot Priority”). To qualify for the Odd Lot Priority, an Odd Lot Holder must...

txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 a1ioffertopurchase.htm EXHIBIT 99.(A)(1)(I) OFFER TO PURCHASE Exhibit Offer to Purchase by Mannatech, Incorporated Up to $16 million in Value of Shares of Its Common Stock At a Cash Purchase Price not greater than $21.00 per Share nor less than $18.50 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF FRIDAY, JUNE 15, 2018, U...