MICROSOFT CORP MSFT

election_required = True...y shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of these shares at or below the purchase price and do not properly withdraw them before the Expiration Time, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guarantee Delivery, we will purchase all of your shares without subjecting them to the proration procedure. See Section 1. Once I have tendered shares in the Tender Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 12:00 midnight, Eastern Time, on A...

expiry = 2006-08-17...to Purchase for Cash Up to 808,080,808 Shares of its Common Stock at a Purchase Price Not Greater Than $24.75 nor Less Than $22.50 Per Share THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON AUGUST 17, 2006, UNLESS THE TENDER OFFER IS EXTENDED. Microsoft Corporation, a Washington corporation (the “Company,” “we,” or “us”), is offering to purchase up to 808,080,808 shares of its Common Stock, $0.00000625 par value per share (the “Common Stock”...

listed = True...ill be deemed an ongoing right that may be asserted at any time and from time to time prior to the Expiration Time. Any determination by us concerning the events described above will be final and binding on all parties. 8. Price Range of the Shares The shares are traded on NASDAQ under the symbol “MSFT”. The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by NASDAQ based on published financial sources. High Low Fiscal 2005 First Quarter $ 29.00 26.88 Second Quarter 29.98 26.53 Third Quarter 26.84 23.92 Fourth Quarter 26.07 24.12 Fiscal 2006 First Quarter 27.94 24.5...

mechanism = DUTCH...more complete discussion where helpful. Who is offering to purchase my shares? Microsoft Corporation. What will be the purchase price for the shares and what will be the form of payment? We are conducting the Tender Offer through a procedure commonly 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 sell your shares. The lowest price that may be specified is $22.50. The prices that may be specified increase in increments of $0.10 up to $24.70 and the highest price that may be specified is $24.75. The price range for the T...

must_tender_all = True...ct to accept for payment, subject to applicable law) are properly tendered at or below the purchase price and not properly withdrawn prior to the Expiration Time, we will purchase shares as follows: • first, all “odd lots” of less than 100 shares from holders who properly tender all of their shares at or below the purchase price determined in the Tender Offer and who do not properly withdraw them before the Expiration Time; • second, from all other shareholders who properly tender shares at or below the purchase price determined in the Tender Offer and who do not properly withdraw them before the Expiration Time, on a pro rata basi...

price = USD 22.5-24.75...est price that may be specified is $22.50. The prices that may be specified increase in increments of $0.10 up to $24.70 and the highest price that may be specified is $24.75. The price range for the Tender Offer is $22.50 to $24.75 per share. After the Tender Offer expires, we will look at the prices chosen by shareholders for all of the shares properly tendered. We will then select the lowest purchase price that will allow us to buy 808,080,808 s...

threshold = 100...es at or below the purchase price we determine. Odd Lots. The term “odd lots” means all shares properly tendered prior to the Expiration Time at prices at or below the purchase price determined in the Tender Offer and not properly withdrawn by any person (an “Odd Lot Holder”) who owns beneficially or of record fewer than 100 shares in the aggregate and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for this priority, an Odd Lot Holder must tender all shares owned by the Odd Lot Holder in accordance with the procedures described in Section 3. Odd Lots will be accepted for paymen...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 dex99a1a.htm OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit (a)(1)(A) Offer to Purchase for Cash Up to 808,080,808 Shares of its Common Stock at a Purchase Price Not Greater Than $24.75 nor Less Than $22.50 Per Share THE TENDER OFFER, PRORATION PERIOD, AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, EASTERN TIME, ON AUGUST 17, 2006, UNLESS THE TEND...