POLYCOM INC
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 | 2013-10-30 |
| 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 $10.00 to $11.50 per share, in steps of $0.10 |
| Most an odd-lot tender could be | $990.00 to $1,138.50 |
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...ders should be aware that this election could mean that none of their Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, odd lot holders who tender all of their Shares must complete the section entitled “Odd Lots” in the Letter of Transmittal to qualify for the preferential treatment available to odd lot holders as set forth in Section 1. -16- Table of Contents Stockholders holding their Shares through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order to tender their Shares. Stockholders who hold Shares through nominees are ur...
expiry = 2013-10-30...NC. Of Up to $250 Million in Value of Shares of its Common Stock At a Purchase Price Not Greater than $11.50 per Share Nor Less Than $10.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 30, 2013, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). Polycom, Inc., a Delaware corporation (the “Company,” “Polycom,” “we,” “our” or “us”), invites our stockholders to tender up to $250 mill...
expiry = 2013-10-30...ter of Transmittal (the “Letter of Transmittal”) (which together, as they may be amended and supplemented from time to time, constitute the “Offer”). THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 30, 2013, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DATE, AS IT MAY BE EXTENDED, THE “EXPIRATION DATE”). The Offer is not conditioned on any minimum number of Shares being tendered. The Offer is, however, subject to a number of other terms an...
listed = True...proximately 14.7% of our issued and outstanding Shares as of September 9, 2013. THE OFFER IS NOT CONDITIONED UPON 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 under the symbol “PLCM.” On September 12, 2013, the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $10.89 per Share. Stockholders are urged to obtain current market quotations for the Shares before deciding whether and at what purchase price or purchase pr...
listed = True...inimum Final Purchase Price of $10.00 per Share, Polycom could purchase 25,000,000 Shares if the Offer is fully subscribed, which would represent approximately 14.7% of Polycom’s issued and outstanding Shares as of September 9, 2013. The Shares are listed and traded on the NASDAQ Global Select Market under the symbol “PLCM.” On September 12, 2013, the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $10.89 per Share. Stockholders are urged to obtain current market quotations for the Shares before deciding whether and at what purchase price or purchase pr...
mechanism = DUTCH...ntly announced a return of capital program whereby our Board of Directors has authorized the repurchase of up to $400 million in value of Shares through the Offer and subsequent open market repurchases or privately negotiated transactions. 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 Shares and, thereby, receive a return of some or all of their investment if they so elect. The Offer provides stockholders (particularly those who, because of the size of...
mechanism = DUTCH...tioned on any minimum number of Shares being tendered. The Offer is, however, subject to a number of other terms and conditions as set forth in the Offer to Purchase. Upon the terms and subject to the conditions of the Offer, which will be conducted through a modified “Dutch auction” process, promptly after the Expiration Date, Polycom will determine a single per Share purchase price, not greater than $11.50 nor less than $10.00 per Share, net to the seller in cash, less any applicable withholding taxes and without interest, that Polycom will pay for Shares properly tendered in the Offer and not properly withdrawn,...
mechanism = DUTCH...htm EX-99.(A)(5)(V) EX-99.(a)(5)(v) Exhibit (a)(5)(v) Investor Contact: Laura Graves Polycom, Inc. 1.408.586.4271 laura.graves@polycom.com Press Contact: Shawn Dainas Polycom, Inc. 1.408.586.3768 shawn.dainas@polycom.com Polycom Reports Preliminary Results of Modified Dutch Auction Tender Offer Polycom Expects to Acquire 27.4 Million Shares at $10.40 Per Share SAN JOSE, Calif. - October 31, 2013 – Polycom, Inc. (Nasdaq: PLCM), the global leader in open, standards-based unified communication and collaboration (UC&C), today announced the preliminary results of its modified “Dutch Auction” self-tender offer for the pu...
mechanism = DUTCH....htm EX-99.(A)(5)(VI) EX-99.(a)(5)(vi) Exhibit (a)(5)(vi) Investor Contact: Laura Graves Polycom, Inc. 1.408.586.4271 laura.graves@polycom.com Press Contact: Shawn Dainas Polycom, Inc. 1.408.586.3768 shawn.dainas@polycom.com Polycom Announces Final Results of Modified Dutch Auction Tender Offer Tender Offer Nets 16% of Shares Outstanding for Benefit of Shareholders SAN JOSE, Calif. – November 6, 2013 – Polycom, Inc. (Nasdaq: PLCM), the global leader in open, standards-based unified communication and collaboration (UC&C), today announced the final results of its modified “Dutch Auction” self-tender offer for the pur...
must_tender_all = True...r of Transmittal. Tendering stockholders should be aware that this election could mean that none of their Shares will be purchased if they check a box other than the box representing the price at or below the Final Purchase Price. In addition, odd lot holders who tender all of their Shares must complete the section entitled “Odd Lots” in the Letter of Transmittal to qualify for the preferential treatment available to odd lot holders as set forth in Section 1. -16- Table of Contents Stockholders holding their Shares through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order t...
must_tender_all = True..., subject to applicable law) are properly tendered at prices at or below the Final Purchase Price and not properly withdrawn prior to the Expiration Date, Polycom will purchase Shares as follows: • first, from all holders of “odd lots” of less than 100 Shares who properly tender all of their Shares at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date; • second, from all other stockholders who properly tender Shares at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date, on a pro rata basis (except for stockholders who tendered Shares con...
price = USD 10.0-11.5...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 price range for the Offer is $10.00 to $11.50 per Share. We will select the lowest purchase price, not greater than $11.50 nor less than $10.00 per Share, that will allow us to purchase $250 million in value of Shares, based on the number of Shares tendered, or, if...
price = USD 11.5...6,696 Shares issued and outstanding. As of that date, an aggregate of 15,021,827 Shares were available for issuance under Polycom’s equity compensation plans. At the maximum Final Purchase Price of $11.50 per Share, Polycom could purchase 21,739,130 Shares if the Offer is fully subscribed, which would represent approximately 12.8% of Polycom’s issued and outstanding Shares as of September 9, 2013. At the minimum Final Purchase Pri...
price = USD 10.4...t Company, N.A, the depositary for the tender offer, a total of 27,484,654 shares of Polycom’s common stock were properly tendered and not properly withdrawn at or below the final purchase price of $10.40 per share, including 15,051,916 shares that were tendered through notice of guaranteed delivery. In accordance with the terms and conditions of the tender offer, and based on the preliminary count by the depositary, Polycom expec...
price = USD 10.4...final count by Computershare Trust Company, N.A, the depositary for the tender offer, Polycom accepted for payment an aggregate of 27,446,794 shares of Polycom’s common stock at a purchase price of $10.40 per share, for an aggregate cost of approximately $285.4 million, excluding fees and expenses relating to the tender offer. The total amount of shares purchased in the tender offer represents approximately 16% of Polycom’s issued...
threshold = 100...ing provisions will apply to the greater value. Odd Lots. For purposes of the Offer, the term “odd lots” means all Shares properly tendered at prices at or below the Final Purchase Price held by a stockholder who owns beneficially or of record an aggregate of fewer than 100 Shares, which we refer 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 all Shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3. As set forth above,...
txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 d595639dex99a1i.htm EX-99.(A)(1)(I) EX-99.(a)(1)(i) Table of Contents Exhibit (a)(1)(i) Offer to Purchase for Cash By POLYCOM, INC. Of Up to $250 Million in Value of Shares of its Common Stock At a Purchase Price Not Greater than $11.50 per Share Nor Less Than $10.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON OCTOBER 30, 2013, UNLESS THE OFFER IS EXTENDED OR WITHDRAWN (SUCH DA...
txn_type = TENDER_OFFEREX-99.(A)(5)(III) 2 d599778dex99a5iii.htm EX-99.(A)(5)(III) EX-99.(a)(5)(iii) Exhibit (a)(5)(iii) This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares of common stock of Polycom, Inc. The Offer (as defined below) is made solely by the Offer to Purchase, dated September 13, 2013, and the related Letter of Transmittal, and any amendments or supplements thereto. The Offer is not being made to, nor will tenders be accepted from or on behalf of,...
txn_type = TENDER_OFFER...99.(a)(5)(v) Exhibit (a)(5)(v) Investor Contact: Laura Graves Polycom, Inc. 1.408.586.4271 laura.graves@polycom.com Press Contact: Shawn Dainas Polycom, Inc. 1.408.586.3768 shawn.dainas@polycom.com Polycom Reports Preliminary Results of Modified Dutch Auction Tender Offer Polycom Expects to Acquire 27.4 Million Shares at $10.40 Per Share SAN JOSE, Calif. - October 31, 2013 – Polycom, Inc. (Nasdaq: PLCM), the global leader in open, standards-based unified communication and collaboration (UC&C), today announced the preliminary results of its modified “Dutch Auction” self-tender offer for the purchase of up...
txn_type = TENDER_OFFER...X-99.(a)(5)(vi) Exhibit (a)(5)(vi) Investor Contact: Laura Graves Polycom, Inc. 1.408.586.4271 laura.graves@polycom.com Press Contact: Shawn Dainas Polycom, Inc. 1.408.586.3768 shawn.dainas@polycom.com Polycom Announces Final Results of Modified Dutch Auction Tender Offer Tender Offer Nets 16% of Shares Outstanding for Benefit of Shareholders SAN JOSE, Calif. – November 6, 2013 – Polycom, Inc. (Nasdaq: PLCM), the global leader in open, standards-based unified communication and collaboration (UC&C), today announced the final results of its modified “Dutch Auction” self-tender offer for the purchase of up t...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2013-09-13 | SC TO-I | original (governing) | View |
| 2013-09-17 | SC TO-I/A | amendment | View |
| 2013-10-31 | SC TO-I/A | amendment | View |
| 2013-11-06 | SC TO-I/A | amendment | View |