MANNATECH INC MTEX
Odd lots go first
Read automatically from the filing
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 | 2020-06-25 |
| 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 $15.00 to $17.00 per share, in steps of $0.25 |
| Cleared at | $17.00 |
| Most an odd-lot tender could be | $1,683.00 |
How it finished
Everyone else86%
| Shares tendered | 294,117 |
|---|---|
| Proration factor | 86% |
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...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 = 2020-06-25...rchase Price, Shares having an aggregate value of less than $5 million are properly tendered and not properly withdrawn, we will buy all Shares properly tendered and not properly withdrawn.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 Thursday, June 25, 2020, 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, 2020. 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 27, 2020, two trading days prior to the commencement of the Offer, the last reported sale price of the Shares was $14.31 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...
listed = True...ments are subject to certain events, risks, uncertainties, and other factors. Some of these factors include, among others, Mannatech’s ability to complete the tender offer in a timely manner or at all, the price at which shares of Mannatech's common stock may trade on Nasdaq, which may be higher or lower than the purchase price in the tender offer, uncertainty as to the number of shares purchased in the tender offer, the outbreak of the novel coronavirus ("COVID-19") pandemic, Mannatech's inability to attract and retain associates and preferred customers, increases in competition, litigation, regulatory chan...
mechanism = DUTCH...e to return capital to our shareholders, we plan to use up to $5 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...
mechanism = DUTCH...nder Offer (Flower Mound, Texas) June 26, 2020 – Mannatech, Incorporated ("Mannatech" or the "Company") (NASDAQ: MTEX), a global health and wellness company committed to transforming lives to make a better world, announced today the preliminary results of its modified Dutch auction tender offer, which expired at 12:00 midnight, New York City time, at the end of Thursday, June 25, 2020, to purchase up to an aggregate of $5 million in value of its outstanding common stock, par value $0.0001 per share, at a per share price not greater than $17.00 nor less than $15.00 per share (the "tender offer"). Based on the prelim...
mechanism = DUTCH...of Tender Offer (Flower Mound, Texas) June 30, 2020 – Mannatech, Incorporated ("Mannatech" or the "Company") (NASDAQ: MTEX), a global health and wellness company committed to transforming lives to make a better world, announced today the final results of its modified Dutch auction tender offer, which expired at 12:00 midnight, New York City time, at the end of Thursday, June 25, 2020, to purchase up to an aggregate of $5 million in value of its outstanding common stock, par value $0.0001 per share, at a per share price not greater than $17.00 nor less than $15.00 per share (the "tender offer"). Based on the final...
must_tender_all = True...ll 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 prop...
price = USD 15.0-17.0...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 $15.00 to $17.00 per Share. We will select the single lowest purchase price (in increments of $0.25), not greater than $17.00 nor less than $15.00 per Share, that will allow us to purchase up to $5 million in value of Shares at such pri...
price = USD 17.0...f the tender offer and based on a preliminary count by the Depositary, the Company expects to accept for payment a total of 294,117 shares of common stock of the Company at a cash purchase price of $17.00 per share, for a total cash cost of approximately $5 million, excluding fees and expenses relating to the tender offer. Such shares of common stock represented approximately 12.31% of the Company's total outstanding shares as of...
price = USD 17.0...oximately 86%. In accordance with the terms and conditions of the tender offer, the Company accepted for payment a total of 294,117 shares of common stock of the Company at a cash purchase price of $17.00 per share, for a total cash cost of approximately $5.0 million, excluding fees and expenses relating to the tender offer. Such shares of common stock represented approximately 12.31% of the Company's total outstanding shares as o...
priority = True...anding Shares as of April 30, 2020. If, based on the Final Purchase Price, more than $5 million in value of Shares are properly tendered and not properly withdrawn, we will purchase all Shares tendered at or below the Final Purchase Price on a pro rata basis (subject to odd lot priority). We expressly reserve the right to purchase additional Shares in the Offer, subject to applicable law. See Section 1. The Offer is not conditioned on the receipt of financing or any minimum number of Shares being tendered but is subject to certain other conditions. See Section 7. In accordance with the rules of the SEC, we may increase...
threshold = 100...ices at or below the Final Purchase Price. As we noted above, we may elect to purchase more than $5 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 Document Offer to Purchase by Mannatech, Incorporated Up to $5 million in Value of Shares of Its Common Stock At a Cash Purchase Price not greater than $17.00 per Share nor less than $15.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THURSDAY, JUNE 25, 2020,...
txn_type = TENDER_OFFER...on of the guaranteed delivery period and the completion of the confirmation process by the Depositary. Payment for the shares accepted for purchase pursuant to the tender offer will occur promptly thereafter. The Company's tender offer was made pursuant to an Offer to Purchase and Letter of Transmittal, each dated May 29, 2020. About Mannatech Mannatech, Incorporated is committed to transforming lives through the development of high quality integrated health, weight management, fitness and skin care products distributed through its global network of independent associates and members. The company has been oper...
txn_type = TENDER_OFFER...the Company's total outstanding shares as of April 30, 2020. The Depositary will promptly pay for the shares accepted for purchase. The Company funded the share purchase in the tender offer from cash on hand. The Company's tender offer was made pursuant to an Offer to Purchase and Letter of Transmittal, each dated May 29, 2020. About Mannatech Mannatech, Incorporated is committed to transforming lives through the development of high quality integrated health, weight management, fitness and skin care products distributed through its global network of independent associates and members. The company has been oper...
final_price = 17.0...ender offer was approximately 86%. In accordance with the terms and conditions of the tender offer, the Company accepted for payment a total of 294,117 shares of common stock of the Company at a cash purchase price of $17.00 per share, for a total cash cost of approximately $5.0 million, excluding fees and expenses relating to the tender offer. Such shares of common stock represented approximately 12.31% of the Company's total outstanding shares as of April 30, 2020. The Depositary will promptly pay for the s...
proration_pct = 86.0...r than "odd lot" holders whose shares were purchased on a priority basis) at or below the final per share purchase price. The Company has been informed by the Depositary for the tender offer that the final proration factor for the tender offer was approximately 86%. In accordance with the terms and conditions of the tender offer, the Company accepted for payment a total of 294,117 shares of common stock of the Company at a cash purchase price of $17.00 per share, for a total cash cost of approximately $5.0 million, excluding fees and expen...
tendered = 294117...ater than $17.00 nor less than $15.00 per share (the "tender offer"). Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer (the "Depositary"), a total of 294,117 shares of common stock of the Company were properly tendered and not properly withdrawn at or below the price of $17.00 per share. Due to the tender offer being oversubscribed, the Company purchased only a prorated portion of those shares properly tendered by each tendering shareholder (other than "odd lot" holders whose shares were purch...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2020-05-29 | SC TO-I | original (governing) | View |
| 2020-06-26 | SC TO-I/A | amendment | View |
| 2020-06-30 | SC TO-I/A | amendment | View |