POLYMEDICA CORP
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 | 2005-06-23 |
| 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 $30.75 to $34.50 per share, in steps of $0.25 |
| Cleared at | $37.50 |
| Most an odd-lot tender could be | $3,712.50 |
How it finished
Everyone else58.9813%
| Shares tendered | 6,902,160 |
|---|---|
| Proration factor | 59% |
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...d below) who: (1) 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 (2) 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 a...
expiry = 2005-06-23...g the Associated Stock Purchase Rights) At a Purchase Price Not Greater Than $34.50 nor Less Than $30.75 Per Share --------------------------- THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT NEW YORK CITY TIME, ON THURSDAY, JUNE 23, 2005, UNLESS THE TENDER OFFER IS EXTENDED. PolyMedica Corporation, a Massachusetts corporation ("PolyMedica," "we," "us," "our," or the "Company"), invites its shareholders to tender up to 4,878,048 shares of its common stock, $0.01 par value p...
expiry = 2005-06-23...$34.50 nor less than $30.75 per Share, net to the seller, in cash, without interest, upon the terms and subject to the conditions of the Original Offer to Purchase. The tender offer was scheduled to expire at 12:00 midnight, New York City time, on June 23, 2005. PolyMedica, by this supplement (the "Supplement", together with the Original Offer to Purchase, the "Offer to Purchase"), amends the Original Offer to Purchase. The Original Offer to Purchase, this Supplement and related amended Letter of...
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 "PLMD." 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 March 31, 2004: First Quarter............................................. 23.83 14.65 Second Quarter.........
listed = True...NDER OFFER IS NOT CONDITIONED UPON THE RECEIPT OF FINANCING OR ANY MINIMUM NUMBER OF SHARES BEING TENDERED. THE TENDER OFFER IS, HOWEVER, SUBJECT TO OTHER CONDITIONS. SEE SECTION 7 OF THE OFFER TO PURCHASE, "CONDITIONS TO THE OFFER." The Shares are listed and traded on the Nasdaq National Market under the symbol "PLMD." On June 23, 2005, the last full trading day before the announcement of the extension of the tender offer, the closing sale price of the Shares on the Nasdaq National Market was $35.00 per Share. Shareholders are urged to obtain current market quotations for the Shares. See Section 8. -------------...
mechanism = DUTCH...rating cash flows, and our debt capacity, exceed the financial requirements of our business, including the capital requirements for providing appropriate financial flexibility for general corporate purposes and to meet our strategic goals. 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 tender offer will automatically increase their relative percentage int...
mechanism = DUTCH...estor Contact: Keith W. Jones Chief Financial Officer (781) 933-2020 POLYMEDICA ANNOUNCES FINAL RESULTS OF “DUTCH AUCTION” TENDER OFFER Woburn, Massachusetts — (July 14, 2005) — PolyMedica Corporation (NASDAQ/NM: PLMD) today announced the final results of its modified “Dutch Auction” tender offer to purchase up to $150 million of its outstanding common stock. The tender offer expired at 12:00 midnight, Eastern Time, on Friday, July 8, 2005. Based on the final count by the depositary for the tender offer, 6,902,160 shares of common stock were properly tendered and not withdrawn at prices at or below $37.50 per share....
must_tender_all = True...lion, we will purchase such Shares (or such greater number of Shares as we may elect to purchase, such additional Shares not to exceed 2% of our outstanding 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 of the tender offer; -- second, after the Shares from the "odd lot" holders and subject to the conditional tender provisions described in Section 6, from all other shareholders who properly tender Shares at or below the purchase price se...
price = USD 30.75-34.5...fied "Dutch Auction." This procedure allows you to select the price (in increments of $0.25) within a price range specified by us at which you are willing to sell your Shares. The price range for this tender offer is $30.75 to $34.50 per Share. We will select the lowest purchase price, based on the numbers of Shares tendered and the price specified by the tendering shareholders, that will allow us to purchase Shares with an aggregate purchase price...
price = USD 37.5...on stock were properly tendered and not withdrawn at prices at or below $37.50 per share. As a result, the Company has accepted for purchase and will pay for 4,000,000 shares at a purchase price of $37.50 per share, for a total cost of $150 million. The final proration factor for the tender offer is approximately 58.98126% after giving effect to conditional and odd lot tenders. Odd lot shares properly tendered at or below the $37....
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...
txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 b55169toexv99wxayx1yxiy.txt EX-99.(A)(1)(I) OFFER TO PURCHASE DATED 5/26/2005 Offer to Purchase for Cash by POLYMEDICA CORPORATION of Up to 4,878,048 Shares of its Common Stock (Including the Associated Stock Purchase Rights) At a Purchase Price Not Greater Than $34.50 nor Less Than $30.75 Per Share --------------------------- THE TENDER OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT...
txn_type = TENDER_OFFEREX-99.(A)(1)(VIII) 2 b55169a2exv99wxayx1yxviiiy.txt EX-(A)(1)(VIII) SUPPLEMENT TO THE OFFER TO PURCHASE DATED JUNE 24, 2005 EXHIBIT (A)(1)(VIII) Supplement to the Offer to Purchase for Cash Dated May 26, 2005 by POLYMEDICA CORPORATION To Increase the Purchase Price to Not Greater Than $37.50 Nor Less Than $34.75 Per Share and to Decrease the Number of Shares Subject to the Tender Offer to 4,316,546 --------------------------- THE TENDER OF...
txn_type = TENDER_OFFER...ief Financial Officer (781) 933-2020 POLYMEDICA ANNOUNCES FINAL RESULTS OF “DUTCH AUCTION” TENDER OFFER Woburn, Massachusetts — (July 14, 2005) — PolyMedica Corporation (NASDAQ/NM: PLMD) today announced the final results of its modified “Dutch Auction” tender offer to purchase up to $150 million of its outstanding common stock. The tender offer expired at 12:00 midnight, Eastern Time, on Friday, July 8, 2005. Based on the final count by the depositary for the tender offer, 6,902,160 shares of common stock were properly tendered and not withdrawn at prices at or below $37.50 per share. As a result, the Company...
final_price = 37.5...6,902,160 shares of common stock were properly tendered and not withdrawn at prices at or below $37.50 per share. As a result, the Company has accepted for purchase and will pay for 4,000,000 shares at a purchase price of $37.50 per share, for a total cost of $150 million. The final proration factor for the tender offer is approximately 58.98126% after giving effect to conditional and odd lot tenders. Odd lot shares properly tendered at or below the $37.50 purchase price will not be subject to proration. The depo...
proration_pct = 58.98126...rices at or below $37.50 per share. As a result, the Company has accepted for purchase and will pay for 4,000,000 shares at a purchase price of $37.50 per share, for a total cost of $150 million. The final proration factor for the tender offer is approximately 58.98126% after giving effect to conditional and odd lot tenders. Odd lot shares properly tendered at or below the $37.50 purchase price will not be subject to proration. The depositary for the tender offer, Equiserve Trust Company, will promptly pay for the shares accepted for purchase a...
tendered = 6902160...up to $150 million of its outstanding common stock. The tender offer expired at 12:00 midnight, Eastern Time, on Friday, July 8, 2005. Based on the final count by the depositary for the tender offer, 6,902,160 shares of common stock were properly tendered and not withdrawn at prices at or below $37.50 per share. As a result, the Company has accepted for purchase and will pay for 4,000,000 shares at a purchase price of $37.50 per share, for a total cost of $150 million. The final proration factor for the tender offer is approximat...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2005-05-26 | SC TO-I | original (governing) | View |
| 2005-06-24 | SC TO-I/A | amendment | View |
| 2005-07-14 | SC TO-I/A | amendment | View |