Seneca Foods Corp SENEA
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 | 2021-03-09 |
| How it is priced | Dutch auction |
| Odd-lot threshold | — |
| Must tender everything you hold | Not stated |
| Must tick the odd-lot box on the form | Yes |
| Price offered | USD $40.00 to $46.00 per share, in steps of $0.25 |
| Most an odd-lot tender could be | $3,960.00 to $4,554.00 |
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.
election_required = True...bject to proration? If you own, beneficially or of record, fewer than 100 Class A Shares in the aggregate, you validly tender all of these Class A Shares at or below the Final Purchase Price and do not validly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Class A Shares without subjecting them to the proration procedure. See Section 1. Once I have tendered Class A Shares in the Offer, may I withdraw my tendered Class A Shares? Yes. You may withdraw any Class A Shares you have tendered at any time before...
expiry = 2021-03-09...e of Shares of Its Class A Common Stock At a Cash Purchase Price Not Greater than $46.00 per Class A Share Nor Less than $40.00 per Class A Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00 P.M., NEW YORK CITY TIME, ON TUESDAY, MARCH 9, 2021, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). Seneca Foods Corporation, a New York corporation (“Seneca,” the “Company,” “we,” “us,” or “our”), invites our stockholders to tender up...
listed = True...ued and outstanding Class A Shares as of February 4, 2021. The Offer is not conditioned upon the receipt of financing or any minimum number of Class A Shares being tendered. The Offer, however, is subject to other conditions. See Section 7. The Class A Shares are listed on The Nasdaq Stock Market LLC (the “Nasdaq Stock Market”) under the symbol “SENEA.” On February 5, 2021, the last full trading day prior to the commencement of the Offer, the last reported sale price of the Class A Shares was $41.49 per Class A Share. The minimum purchase price of $40.00 per Class A Share is below the closing price for the Class A Shares on February 5...
mechanism = DUTCH...f Directors also considered the recent market prices of the Company’s Class A Shares. Based upon the foregoing, our Board of Directors approved, including through the affirmative votes of all independent directors, a share repurchase by the Company through a “modified Dutch auction.” However, none of the Company, the members of our Board of Directors, the Dealer Manager, the Depositary or the Information Agent makes any recommendation to you as to whether you should tender or refrain from tendering your Class A Shares or as to the purchase price or purchase prices at which you may choose to tender your Class A Shar...
price = USD 40.0-46.0...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 Class A Shares. The price range for the Offer is $40.00 to $46.00 per Class A Share. We will select the single lowest purchase price (in increments of $0.25), not greater than $46.00 nor less than $40.00 per Class A Share, that will allow us to purchase up to $75 million in value of C...
txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 tm215458d1_ex99a1i.htm EXHIBIT 99(A)(1)(I) tm215458-1_sctoi_DIV_01-ex99a1i - none - 3.8594018s TABLE OF CONTENTS Exhibit 99(a)(1)(i) Offer to Purchase by SENECA FOODS CORPORATION Up to $75 Million In Value of Shares of Its Class A Common Stock At a Cash Purchase Price Not Greater than $46.00 per Class A Share Nor Less than $40.00 per Class A Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 6:00 P.M., NEW YORK CITY TIME, ON TUESDAY, MARCH 9, 2021, UNLESS THE OF...
txn_type = TENDER_OFFER...vidual account under the Plan will be tendered. The remainder of this letter summarizes the Offer, your rights under the Plan and the procedures for providing your directions to the Trustee. You should also review the more detailed explanation provided in the Offer to Purchase, dated February 8, 2021 (as may be amended from time to time, the “Offer to Purchase”), enclosed with this letter. BACKGROUND Seneca has made an offer to purchase up to $75 million in value of its Class A Shares from its stockholders at a price not greater than $46.00 nor less than $40.00 per Class A Share, to the seller in cash, less an...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2021-02-08 | SC TO-I | original (governing) | View |
| 2021-02-08 | SC TO-I/A | amendment | View |