QLT INC/BC
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 | 2006-09-08 |
| 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 | Not stated |
| Price offered | USD $7.00 to $8.00 per share, in steps of $0.10 |
| Most an odd-lot tender could be | $693.00 to $792.00 |
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.
expiry = 2006-09-08...rms and conditions set forth in this Offer to Purchase, the accompanying Issuer Bid Circular (the “Circular”) and the related Letter of Transmittal (which together constitute the “Offer”). This Offer expires at 5:00 p.m. (Eastern time) on September 8, 2006 or at such later time and date to which the Offer may be extended by QLT (such time on such date, the “Expiration Date”). This Offer is not conditional upon any minimum number of Shares being deposited. The Offer is, however, subject to ot...
listed = True...within the meaning of OSC Rule 61-501 and AMF Regulation Q-27. This summary of the opinion is qualified in its entirety by reference thereto. Additional U.S. Securities Law Considerations. The Shares are registered under Section 12(g) of the Exchange Act and are quoted on NASDAQ. QLT believes that the purchase of Shares pursuant to the Offer will not result in: (i) the Shares becoming eligible for deregistration under Section 12(g) of the Exchange Act or (ii) the Shares being delisted from NASDAQ. The Shares are currently “margin securities” under the rules of the U.S. Federal Reserve Board. This has the effect,...
listed = True...da Therese Hayes / Bal Bains Telephone: 604-707-7000 or 1-800-663-5486 Fax: 604-707-7001 Atrigel is a registered trademark of QLT USA, Inc. Visudyne is a registered trademark of Novartis AG. Eligard is a registered trademark of Sanofi-Synthelabo Inc. QLT Inc. is listed on The NASDAQ Stock Market under the trading symbol “QLTI” and on the Toronto Stock Exchange under the trading symbol “QLT.” This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of QLT common stock. The full details of the tender offer are described in the Company’s Tender Offer Statement on Sc...
mechanism = DUTCH...ich we refer to as “we,” “us”, the “Company” or “QLT,” is offering to purchase up to 13 million Shares, in the Offer. WHAT WILL THE PURCHASE PRICE FOR THE SHARES BE AND WHAT WILL BE THE FORM OF PAYMENT? We are conducting the Offer through a procedure 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 $7.00 to $8.00 per Share. We will select the lowest Purchase Price that will allow us to buy 13 million Shares or, if a lesser number of Shares are properly tendered, all Shar...
mechanism = DUTCH..., 2006 n e w s r e l e a s e QLT ANNOUNCES FINAL RESULTS OF TENDER OFFER Company Repurchases 13 Million Shares of its Common Stock. For Immediate Release September 14, 2006 VANCOUVER, CANADA—QLT Inc. (NASDAQ: QLTI; TSX: QLT) announced the final results of its modified “Dutch Auction” tender offer, which expired at 5:00 p.m., Eastern Time, on Friday, September 8, 2006. QLT Inc. has accepted for purchase and cancellation 13 million shares of its common stock at a price of US$8.00 per share, totaling US$104 million. These shares represent approximately 14.7% of the shares outstanding as of September 8, 2006. With compl...
must_tender_all = True...e thereto. See Section 3 of the Circular — “Purpose and Effect of the Offer — Liquidity of Market”. WHAT HAPPENS IF MORE THAN 13 MILLION SHARES ARE TENDERED IN THE OFFER? We will purchase Shares: • 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 purchasing the Shares from the “odd lot” holders, from all other Shareholders who properly tender Shares at or below the Purchase Price selected by us and do not properly withdraw them, on a pro rata basis, subject...
price = USD 7.0-8.0...s common shares, without par value, or such lesser number of common shares as are properly tendered and not properly withdrawn. QLT is offering to purchase these shares at a price not less than US$7.00 and not more than US$8.00 per common share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 3, 2006 (the “Offer to Purchase”), the accompanying Issuer Bid...
threshold = 100...ased, on the terms and subject to the conditions of the Offer, including the provisions relating to pro-ration described herein. QLT will first accept for purchase Shares properly deposited by any Shareholder who beneficially holds, as of the Expiration Date, fewer than 100 Shares (an “Odd Lot”) and who deposits all such Shares pursuant to an Auction Tender at or below the Purchase Price or pursuant to a Purchase Price Tender and who checks, in either case, Box E — “Odd Lots” in the accompanying Letter of Transmittal or Agent’s Message (as defined herein) in lieu thereof and, if applicable, the Notice of Guaranteed Delivery. T...
txn_type = TENDER_OFFER...ndered and not properly withdrawn. QLT is offering to purchase these shares at a price not less than US$7.00 and not more than US$8.00 per common share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated August 3, 2006 (the “Offer to Purchase”), the accompanying Issuer Bid Circular (the “Circular”), and the related Letter of Transmittal, together with the Offer to Purchase and the Circular, which, collectively, as amended or supplemented from time to time, constitute the “Tender Offer.” This Tender Offer Statement on Schedule TO i...
txn_type = TENDER_OFFER...s release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell shares of QLT common stock. The full details of the tender offer are described in the Company’s Tender Offer Statement on Schedule TO, offer to purchase, issuer bid circular, and other related materials filed by QLT with the U.S. Securities and Exchange Commission. Certain statements in this press release constitute “forward-looking statements” and “forward-looking information” of QLT, which involve known and unknown risks, uncertainties and other factors that may cause our actual result...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2006-08-03 | SC TO-I | original (governing) | View |
| 2006-09-14 | SC TO-I/A | amendment | View |