NATURES SUNSHINE PRODUCTS INC NATR
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 | 2004-11-24 |
| 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 $14.20 to $16.50 per share |
| Most an odd-lot tender could be | $1,405.80 to $1,633.50 |
How it finished
Everyone else67.4233%
| Shares accepted | 1,000,000 |
|---|---|
| Proration factor | 67.4% |
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...ned below) who: (a)tenders all shares owned beneficially of record by the Odd Lot Holder at a price at or below the purchase price selected by us (tenders of less than all of the shares owned by the Odd Lot Holder will not qualify for this preference); and (b)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 of the shares properly tendered by Odd Lot Holders, subject to the conditional tender provisions described in Section 6, we will purchase all other shares tendered at prices at or below the purchase price, on a pro rata basis with appropriate adj...
expiry = 2004-11-24...e for Cash by NATURE'S SUNSHINE PRODUCTS, INC. of Up to 1,000,000 Shares of its Common Stock At a Purchase Price Not Greater Than $16.50 nor Less Than $14.20 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 24, 2004, UNLESS THE OFFER IS EXTENDED. Nature's Sunshine Products, Inc., a Utah corporation ("Nature's Sunshine," "we," "us," "our," or the "Company"), invites its shareholders to tender up to 1,000,000 shares of its common stock, no par value per...
expiry = 2004-11-24...2 a2145664zex-99_a10.htm EXHIBIT 99(A)10 Exhibit (a)(10) NOTICE OF GUARANTEED DELIVERY for Tender of Shares of Common Stock of NATURE'S SUNSHINE PRODUCTS, INC. THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 24, 2004, UNLESS THE TENDER OFFER IS EXTENDED. As set forth in Section 3 of the Offer to Purchase (as defined below), this form, or a form substantially equivalent to this form, must be used to accept the Offer (as defined below) if (1) certificate...
listed = True...ns described above, we may be required to extend the Expiration Date. Any determination by us concerning the events described above will be final and binding on all parties. SECTION 8. Price Range of the Shares; Dividends Price Range of the Shares. Our shares are traded on the Nasdaq National Market under the symbol "NATR." The following table sets forth, for each of the periods indicated, the high and low sales prices per share as reported by the Nasdaq National Market based on published financial sources. High Low Year Ended December 31, 2002: First Quarter $ 13.50 $ 10.87 Second Quarter 16.13 9.53 Third Quarter 12.30 9.36 Fourth Quarter 12.27...
mechanism = DUTCH...ipated cash balances, and our debt capacity, exceed the financial requirements of our business, including the capital requirements for improving our operations and providing appropriate financial flexibility for general corporate purposes. We believe that the modified "Dutch Auction" tender offer described herein represents a mechanism to provide all of our shareholders with the opportunity to tender all or a portion of their shares and, thereby, receive a return of capital if they so elect. In addition, shareholders who do not participate in the offer will automatically increase their relative percentage interest i...
must_tender_all = True...g shares), have been properly tendered at prices at 3 or below the purchase price selected by us and not properly withdrawn, we will purchase properly tendered shares on the basis set forth below: •first, from all holders of "odd lots" of less than 100 shares who properly tender all of their shares at or below the purchase price selected by us and do not properly withdraw them before the Expiration Date; •second, after the shares from the "odd lot" holders, from all other shareholders who properly tender shares at or below the purchase price selected by us, on a pro rata basis; and •third, only if necessary to permit us to purchase...
must_tender_all = True...res. If, because of proration, the minimum number of shares designated will not be purchased, Nature's Sunshine may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering shareholder must have tendered all of his or her shares and checked this box: oThe tendered shares represent all shares held by the undersigned. 3 Certificate Nos. (if available): Name(s) of Record Holder(s): (Please Type or Print) Address(es): Zip Code: Daytime Area Code and Telephone Number: Signature(s): Dated: , 200 If shares will be tendered by book-entry transfer, check this box o and p...
price = USD 14.2-16.5...ified "Dutch Auction." This procedure allows you to select the price (in multiples of $0.10) within a price range specified by us at which you are willing to sell your shares. The price range for this offer is $14.20 to $16.50 per share. We will select the lowest purchase price that will allow us to buy 1,000,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not withdrawn. All shares...
threshold = 100...ble that none of those shares will be purchased even though those shares were tendered at prices at or below the purchase price. Odd Lots. The term "Odd Lots" means all shares tendered at prices at or below the purchase price selected by us by any person (an "Odd Lot Holder") who owned beneficially or of record a total of fewer than 100 shares 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 preference, 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 payment before any pr...
threshold = 100...ction 14 of the Letter of Transmittal) To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned either (check one box): oIs the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or ois a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial ow...
txn_type = TENDER_OFFEREX-99.(A)1 2 a2145426zex-99_a1.htm EX-99.(A)1 Use these links to rapidly review the document TABLE OF CONTENTS Offer to Purchase for Cash by NATURE'S SUNSHINE PRODUCTS, INC. of Up to 1,000,000 Shares of its Common Stock At a Purchase Price Not Greater Than $16.50 nor Less Than $14.20 Per Share THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 24, 2004, UNLESS THE OFFER IS EXTENDED. Nature's Sunshine Products, Inc.,...
txn_type = TENDER_OFFER...for Tender of Shares of Common Stock of NATURE'S SUNSHINE PRODUCTS, INC. THE TENDER OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, NOVEMBER 24, 2004, UNLESS THE TENDER OFFER IS EXTENDED. As set forth in Section 3 of the Offer to Purchase (as defined below), this form, or a form substantially equivalent to this form, must be used to accept the Offer (as defined below) if (1) certificates representing shares of common stock, no par value per share, of Nature's Sunshine Products, Inc., a Utah corporation, are not immediately available, (2) the procedures for book-entry tran...
txn_type = TENDER_OFFER...n on November 12, 2004 and Amendment No. 3 to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 30, 2004 pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended, in connection with its offer to purchase up to 1,000,000 shares of its outstanding common stock, no par value per share, upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 27, 2004 (the "Offer to Purchase") and in the related Letter of Transmittal, which are Exhibit (a)(1) and Exhibit (a)(2) to this Schedule TO, respectively. The infor...
accepted = 1000000...final count by the depositary for the tender offer, 1,482,616.568 shares of the Company's common stock were tendered and not properly withdrawn at prices at or below $16.50 per share. The Company has accepted for purchase 1,000,000 shares and will promptly pay $16.50 per share in respect of each of the shares accepted for purchase. The Company has been informed by the depositary that the proration factor is 67.423340%, not including the "odd lot" shares properly tendered at or below the $16.50 purchased price, wh...
proration_pct = 67.42334...pany has accepted for purchase 1,000,000 shares and will promptly pay $16.50 per share in respect of each of the shares accepted for purchase. The Company has been informed by the depositary that the proration factor is 67.423340%, not including the "odd lot" shares properly tendered at or below the $16.50 purchased price, which will be purchased prior to proration. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2004-10-27 | SC TO-I | original (governing) | View |
| 2004-10-28 | SC TO-I/A | amendment | View |
| 2004-12-03 | SC TO-I/A | amendment | View |