OneSpan Inc. OSPN
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 | 2023-12-11 |
| 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 $9.50 to $11.00 per share, in steps of $0.10 |
| Cleared at | $10.50 |
| Most an odd-lot tender could be | $1,039.50 |
How it finished
Everyone else74%
| Expired | 2023-12-11 |
|---|---|
| Proration factor | 74% |
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...ansmittal, including any required signature guarantees or (b) an Agent’s Message (as defined below) in the case of a book-entry transfer; and ● any other documents required by the Letter of Transmittal. Odd Lot Holders who tender all of their Shares must also complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery to qualify for the priority treatment available to Odd Lot Holders as set forth in Section 1. The method of delivery of all documents, including certificates for Shares, the Letter of Transmittal and any other required documents, is at the sole election and risk of the tendering sh...
election_required = True...ansmittal, including any required signature guarantees or (b) an Agent’s Message (as defined below) in the case of a book-entry transfer; and ● any other documents required by the Letter of Transmittal. Odd Lot Holders who tender all of their Shares must also complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery to qualify for the priority treatment available to Odd Lot Holders as set forth in Section 1. The method of delivery of all documents, including certificates for Shares, the Letter of Transmittal and any other required documents, is at the sole election and risk of the tendering sh...
election_required = True...ansmittal, including any required signature guarantees or (b) an Agent’s Message (as defined below) in the case of a book-entry transfer; and ● any other documents required by the Letter of Transmittal. Odd Lot Holders who tender all of their Shares must also complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery to qualify for the priority treatment available to Odd Lot Holders as set forth in Section 1. The method of delivery of all documents, including certificates for Shares, the Letter of Transmittal and any other required documents, is at the sole election and risk of the tendering sh...
expiry = 2023-12-11...llion of its Shares of Common Stock, par value $0.001 per share, at a Cash Purchase Price Not More than $11.00 per Share Nor Less than $9.50 per Share CUSIP: 68287N100 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON DECEMBER 11, 2023, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). THE OFFER IS SUBJECT TO THE SATISFACTION OR WAIVER OF CERTAIN CONDITIONS AS SET FORTH UNDER THE HEADING “THE OFFER-CONDITIONS...
expiry = 2023-12-11...llion of its Shares of Common Stock, par value $0.001 per share, at a Cash Purchase Price Not More than $11.00 per Share Nor Less than $9.50 per Share CUSIP: 68287N100 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON DECEMBER 11, 2023, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). THE OFFER IS SUBJECT TO THE SATISFACTION OR WAIVER OF CERTAIN CONDITIONS AS SET FORTH UNDER THE HEADING “THE OFFER-CONDITIONS...
expiry = 2023-12-11...llion of its Shares of Common Stock, par value $0.001 per share, at a Cash Purchase Price Not More than $11.00 per Share Nor Less than $9.50 per Share CUSIP: 68287N100 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY, NEW YORK CITY TIME, ON DECEMBER 11, 2023, UNLESS THE OFFER IS EXTENDED OR TERMINATED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). THE OFFER IS SUBJECT TO THE SATISFACTION OR WAIVER OF CERTAIN CONDITIONS AS SET FORTH UNDER THE HEADING “THE OFFER-CONDITIONS...
listed = True...mate number of Shares that would be purchased pursuant to the Offer is 1,818,181. THE OFFER IS NOT CONDITIONED ON 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 Capital Market (“Nasdaq”) under the trading symbol “OSPN”. On November 10, 2023 the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $9.52 per Share, which is above the $9.50 per Share lower end of the price range for the Offer. Accordingly, an election to accept the Purchase Price determined in the Of...
listed = True...te number of Shares that would be purchased pursuant to the Offer is 1,818,181. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. i The Shares are listed and traded on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “OSPN”. On November 10, 2023 the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $9.52 per Share, which is above the $9.50 per Share lower end of the price range for the Offer. Accordingly, an election to accept the Purchase Price determined in the Of...
listed = True...te number of Shares that would be purchased pursuant to the Offer is 1,818,181. THE OFFER IS NOT CONDITIONED ON ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE OFFER IS, HOWEVER, SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7. i The Shares are listed and traded on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “OSPN”. On November 10, 2023 the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $9.52 per Share, which is above the $9.50 per Share lower end of the price range for the Offer. Accordingly, an election to accept the Purchase Price determined in the Of...
mechanism = DUTCH...llion share repurchase program previously approved by our Board of Directors in May 2022. The Offer provides a mechanism for completing a sizeable repurchase of Shares more rapidly than would be possible through open market repurchases under such program. The modified Dutch auction tender offer set forth in this Offer to Purchase provides 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 also provides our shareholders with an efficient way to sell their Shares without incurring...
mechanism = DUTCH...llion share repurchase program previously approved by our Board of Directors in May 2022. The Offer provides a mechanism for completing a sizeable repurchase of Shares more rapidly than would be possible through open market repurchases under such program. The modified Dutch auction tender offer set forth in this Offer to Purchase provides 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 also provides our shareholders with an efficient way to sell their Shares without incurring...
mechanism = DUTCH...llion share repurchase program previously approved by our Board of Directors in May 2022. The Offer provides a mechanism for completing a sizeable repurchase of Shares more rapidly than would be possible through open market repurchases under such program. The modified Dutch auction tender offer set forth in this Offer to Purchase provides 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 also provides our shareholders with an efficient way to sell their Shares without incurring...
mechanism = DUTCH...II) 2 ex99-a5viii.htm PRESS RELEASE OneSpan Inc. SC TO-I/A Exhibit (a)(5)(viii) OneSpan Inc. Announces Final Results of Tender Offer BOSTON — December 14, 2023 — OneSpan Inc. (Nasdaq: OSPN) (“OneSpan” or the “Company”) today announced the final results of its modified “Dutch auction” tender offer, which expired at 12:00 midnight, at the end of the day, New York City time, on December 11, 2023. Based on the final count by Broadridge Corporate Issuer Solutions, LLC, the depositary for the tender offer, in accordance with the terms and conditions of the tender offer, the Company has accepted for payment a total of 2,38...
must_tender_all = True...s has been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: ● first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Purchase Price from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference; ● second, after purchasing all Odd Lots that were properly tendered at or below th...
must_tender_all = True...s has been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: ● first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Purchase Price from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference; ● second, after purchasing all Odd Lots that were properly tendered at or below th...
must_tender_all = True...s has been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: ● first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Purchase Price from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference; ● second, after purchasing all Odd Lots that were properly tendered at or below th...
price = USD 9.5-11.0...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 $9.50 to $11.00 per Share. We will select the single lowest purchase price (in increments of $0.10), not greater than $11.00 nor less than $9.50 per Share, that will allow us to purchase up to $20 million in value of Shares at such pri...
price = USD 9.5-11.0...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 $9.50 to $11.00 per Share. We will select the single lowest purchase price (in increments of $0.10), not greater than $11.00 nor less than $9.50 per Share, that will allow us to purchase up to $20 million in value of Shares at such pri...
price = USD 9.5-11.0...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 $9.50 to $11.00 per Share. We will select the single lowest purchase price (in increments of $0.10), not greater than $11.00 nor less than $9.50 per Share, that will allow us to purchase up to $20 million in value of Shares at such pri...
price = USD 10.5...offer, in accordance with the terms and conditions of the tender offer, the Company has accepted for payment a total of 2,380,952 shares of the Company’s common stock, at a final purchase price of $10.50 per share, for an aggregate cost of approximately $25.0 million, excluding fees and expenses relating to the tender offer. These shares represent approximately 6% of the Company’s outstanding common stock as of November 9, 2023....
priority = True...If the conditions to the Offer have been satisfied or waived and more than $20 million in aggregate purchase price of Shares has been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: ● first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Purchase Price from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference; ●...
priority = True...If the conditions to the Offer have been satisfied or waived and more than $20 million in aggregate purchase price of Shares has been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: ● first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Purchase Price from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference; ●...
priority = True...If the conditions to the Offer have been satisfied or waived and more than $20 million in aggregate purchase price of Shares has been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: ● first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Purchase Price from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference; ●...
threshold = 100...e Offer have been satisfied or waived and more than $20 million in aggregate purchase price of Shares has been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: ● first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Purchase Price from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference; ●...
threshold = 100...e Offer have been satisfied or waived and more than $20 million in aggregate purchase price of Shares has been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: ● first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Purchase Price from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference; ●...
threshold = 100...e Offer have been satisfied or waived and more than $20 million in aggregate purchase price of Shares has been properly tendered and not properly withdrawn prior to the Expiration Date, we will purchase Shares on the following basis: ● first, we will purchase Odd Lots (as defined in Section 1) of fewer than 100 Shares at the Purchase Price from shareholders who properly tender all of their Shares at or below the Purchase Price and who do not properly withdraw them before the Expiration Date. Tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference; ●...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 ex99-a1a.htm OFFER TO PURCHASE OneSpan Inc. SC TO-I Exhibit (a)(1)(A) OFFER TO PURCHASE BY ONESPAN INC. Up to $20 Million of its Shares of Common Stock, par value $0.001 per share, at a Cash Purchase Price Not More than $11.00 per Share Nor Less than $9.50 per Share CUSIP: 68287N100 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF THE DAY,...
txn_type = TENDER_OFFEREX-99.(A)(1)(F) 2 ex99-a1f.htm AMENDED OFFER TO PURCHASE OneSpan Inc. SC TO-I/A Exhibit (a)(1)(F) AMENDED OFFER TO PURCHASE BY ONESPAN INC. Up to $20 Million of its Shares of Common Stock, par value $0.001 per share, at a Cash Purchase Price Not More than $11.00 per Share Nor Less than $9.50 per Share CUSIP: 68287N100 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT THE END OF...
txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 ex99-a1i.htm FURTHER AMENDED OFFER TO PURCHASE OneSpan Inc. SC TO-I/A Exhibit (a)(1)(I) FURTHER AMENDED OFFER TO PURCHASE BY ONESPAN INC. Up to $20 Million of its Shares of Common Stock, par value $0.001 per share, at a Cash Purchase Price Not More than $11.00 per Share Nor Less than $9.50 per Share CUSIP: 68287N100 THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, AT TH...
txn_type = TENDER_OFFEREX-99.(A)(5)(VIII) 2 ex99-a5viii.htm PRESS RELEASE OneSpan Inc. SC TO-I/A Exhibit (a)(5)(viii) OneSpan Inc. Announces Final Results of Tender Offer BOSTON — December 14, 2023 — OneSpan Inc. (Nasdaq: OSPN) (“OneSpan” or the “Company”) today announced the final results of its modified “Dutch auction” tender offer, which expired at 12:00 midnight, at the end of the day, New York City time, on December 11, 2023. Based on the final count by Broadridge Corporate Issuer Solutions, LLC, the...
expired_on = 2023-12-11...nal Results of Tender Offer BOSTON — December 14, 2023 — OneSpan Inc. (Nasdaq: OSPN) (“OneSpan” or the “Company”) today announced the final results of its modified “Dutch auction” tender offer, which expired at 12:00 midnight, at the end of the day, New York City time, on December 11, 2023. Based on the final count by Broadridge Corporate Issuer Solutions, LLC, the depositary for the tender offer, in accordance with the terms and conditions of the tender offer, the Company has accepted for payment a total of 2,380,952 shares of the Company’s common stock, at a fin...
final_price = 10.5...depositary for the tender offer, in accordance with the terms and conditions of the tender offer, the Company has accepted for payment a total of 2,380,952 shares of the Company’s common stock, at a final purchase price of $10.50 per share, for an aggregate cost of approximately $25.0 million, excluding fees and expenses relating to the tender offer. These shares represent approximately 6% of the Company’s outstanding common stock as of November 9, 2023. The Company has been informed by the depositary that, after...
proration_pct = 74.0...hares represent approximately 6% of the Company’s outstanding common stock as of November 9, 2023. The Company has been informed by the depositary that, after giving effect to “Odd-Lot” priority, the final proration factor for the tender offer is approximately 74%. The depositary will promptly pay for all shares accepted for payment. B. Riley Securities, Inc. acted as the dealer manager for the tender offer and Broadridge Corporate Issuer Solutions, LLC served as the information agent. About OneSpan OneSpan helps organizations accelerate...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2023-11-13 | SC TO-I | original (governing) | View |
| 2023-12-01 | SC TO-I/A | amendment | View |
| 2023-12-05 | SC TO-I/A | amendment | View |
| 2023-12-14 | SC TO-I/A | amendment | View |