Optex Systems Holdings Inc OPXS
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 | 2022-09-15 |
| 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 $2.35 to $2.75 per share |
| Most an odd-lot tender could be | $232.65 to $272.25 |
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...odd lot holder at a price at or below the Final Purchase Price and who does not properly withdraw them before the Expiration Date (tenders of less than all of the shares of Common Stock owned by such odd lot holder will not qualify for this preference); and ● 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 ● Second, after the purchase of all of the shares of Common Stock properly tendered and not properly withdrawn by odd lot holders at or below the Final Purchase Price, we will purchase all other shares of Common Stock properly tendered and not properly withdrawn at or below the Fi...
expiry = 2022-09-15...INC. Of up to $4.25 Million in Value of Shares of its Common Stock At a Purchase Price not Greater Than $2.75 per Share Nor Less Than $2.35 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 15, 2022, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). Optex Systems Holdings, Inc., a Delaware corporation (the “Company,” “Optex,” “we,” “our” or “us”), invites holders of our Common Stock,...
mechanism = DUTCH...udent use of our financial resources and presents an appropriate use of the Company’s cash surplus. We believe the Offer is an appropriate mechanism to return capital to our stockholders that seek liquidity under current market conditions. We believe that the modified “Dutch auction” tender offer set forth in this Offer to Purchase represents an efficient mechanism to provide our stockholders with the opportunity to tender all or a portion of their Common Stock and, thereby, receive a return of some or all of their investment in the Company if they so elect. The Offer provides stockholders with an opportunity to obt...
mechanism = DUTCH...ON, Texas, September 16, 2022 -- Optex Systems Holdings, Inc. (OTCQB:OPXS) (“Optex”), a leading manufacturer of precision optical sighting systems for domestic and worldwide military and commercial applications, today announced the preliminary results of its “modified Dutch auction” tender offer to purchase up to $4.25 million in value of shares of its common stock, par value $0.001 per share (CUSIP number: 68384X209) (the “Common Stock”), which expired at 5:00 P.M., New York City time, on September 15, 2022 (the “Offer”). Based on the preliminary count by Continental Stock Transfer & Trust Company, the depositary...
mechanism = DUTCH...ICHARDSON, Texas, September 20, 2022 — Optex Systems Holdings, Inc. (OTCQB:OPXS) (“Optex”), a leading manufacturer of precision optical sighting systems for domestic and worldwide military and commercial applications, today announced the final results of its “modified Dutch auction” tender offer to purchase up to $4.25 million in value of shares of its common stock, par value $0.001 per share (CUSIP number: 68384X209) (the “Common Stock”), which expired at 5:00 P.M., New York City time, on September 15, 2022 (the “Offer”). Based on the final count by Continental Stock Transfer & Trust Company, the depositary for th...
must_tender_all = True...y withdrawn prior to the Expiration Date, we will purchase shares of Common Stock on the following basis: ● first, we will purchase all odd lots (as defined in Section 1) of less than 100 shares of Common Stock at the Final Purchase Price from odd lot holders who properly tender all of their shares of Common Stock at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the shares of Common Stock owned, beneficially or of record, by such odd lot holder (as defined in Section 1) will not qualify for this preference); and ● second, after the purchase of all of...
price = USD 2.35-2.75...on.” 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 of Common Stock. The price range for the Offer is $2.35 to $2.75 per share of Common Stock. We will select the single lowest purchase price (in multiples of $0.10), not greater than $2.75 nor less than $2.35 per share of Common Stock, that will allow us to purchase up to $4.25 millio...
price = USD 2.65...inental Stock Transfer & Trust Company, the depositary for the Offer, a total of 1,728,026 shares of Common Stock were properly tendered and not properly withdrawn at or below the purchase price of $2.65 per share, including 149,764 shares that were tendered by notice of guaranteed delivery. In accordance with the terms and conditions of the Offer, and based on the preliminary count by the depositary, Optex expects to accept for...
price = USD 2.65...inental Stock Transfer & Trust Company, the depositary for the Offer, a total of 1,727,926 shares of Common Stock were properly tendered and not properly withdrawn at or below the purchase price of $2.65 per share. In accordance with the terms and conditions of the Offer, and based on the final count by the depositary, Optex accepted for purchase 1,603,774 shares of Common Stock at a price of $2.65 per share, for an aggregate cos...
threshold = 100...Common Stock in the Offer, subject to applicable law. If we do so, the preceding provisions will apply to the greater value. Odd Lots. For purposes of the Offer, the term “odd lots” means all shares of Common Stock properly tendered held by a stockholder who owns beneficially or of record an aggregate of fewer than 100 shares of Common Stock, such holder referred to as an “odd lot holder,” and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender at or below the Final Purchase Price all shares of Common Stock owned beneficially or...
txn_type = TENDER_OFFEREX-99.1(A)(1)(A) 2 ex-a1a.htm Exhibit (a)(1)(A) Offer to Purchase for Cash By OPTEX SYSTEMS HOLDINGS, INC. Of up to $4.25 Million in Value of Shares of its Common Stock At a Purchase Price not Greater Than $2.75 per Share Nor Less Than $2.35 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 15, 2022, UNLESS THE OFFER IS EXTENDED OR WI...
txn_type = TENDER_OFFER...- Optex Systems Holdings, Inc. (OTCQB:OPXS) (“Optex”), a leading manufacturer of precision optical sighting systems for domestic and worldwide military and commercial applications, today announced the preliminary results of its “modified Dutch auction” tender offer to purchase up to $4.25 million in value of shares of its common stock, par value $0.001 per share (CUSIP number: 68384X209) (the “Common Stock”), which expired at 5:00 P.M., New York City time, on September 15, 2022 (the “Offer”). Based on the preliminary count by Continental Stock Transfer & Trust Company, the depositary for the Offer, a total of...
txn_type = TENDER_OFFER...2022 — Optex Systems Holdings, Inc. (OTCQB:OPXS) (“Optex”), a leading manufacturer of precision optical sighting systems for domestic and worldwide military and commercial applications, today announced the final results of its “modified Dutch auction” tender offer to purchase up to $4.25 million in value of shares of its common stock, par value $0.001 per share (CUSIP number: 68384X209) (the “Common Stock”), which expired at 5:00 P.M., New York City time, on September 15, 2022 (the “Offer”). Based on the final count by Continental Stock Transfer & Trust Company, the depositary for the Offer, a total of 1,727,...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2022-08-18 | SC TO-I | original (governing) | View |
| 2022-09-16 | SC TO-I/A | amendment | View |
| 2022-09-20 | SC TO-I/A | amendment | View |