SRS LABS 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 | 2008-09-29 |
| 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 |
| Cleared at | $6.50 |
| Most an odd-lot tender could be | $643.50 |
How it finished
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...regate, we will purchase all of your shares without subjecting them to the proration procedure if you properly tender all of these shares at or below the purchase price selected by us, you do not properly withdraw such shares before the Offer expires, and you complete the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. See Section 1. 4 Once I have tendered shares in the Offer, can I withdraw my tender? Yes. You may withdraw any shares you have tendered at any time before 5:00 p.m., New York City time, on September 29, 2008, unless we extend the Offer, in which case you can withdraw your shares u...
expiry = 2008-09-29...Y SRS LABS, INC. OF UP TO $10,000,000 IN VALUE OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $6.50 NOR LESS THAN $5.75 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 29, 2008, UNLESS THE OFFER IS EXTENDED. SRS Labs, Inc., a Delaware corporation (the "Company," "SRS," "our," "we," or "us"), is offering to purchase for cash up to $10,000,000 in value of shares of our common stock, $0.001 par value per share, at a...
listed = True...ng stockholders at our expense promptly after the expiration of the Offer. See Section 5. The Offer is not conditioned on any minimum number of shares being tendered. The Offer is, however, subject to other conditions. See Section 7. The shares are listed and traded on the NASDAQ Global Market ("NASDAQ") under the symbol "SRSL." On August 6, 2008, the last full trading day before the announcement of our intention to conduct the Offer, the last reported sale price of our common stock on NASDAQ was $5.00 per share. On August 25, 2008, the most recent practicable date before the printing of this document, the reported closing price of the...
mechanism = DUTCH...our future operations. See Section 2 for additional information about the purpose and effects of 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 commonly called a modified Dutch Auction tender offer. 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 the Offer is $5.75 to $6.50 per share. The purchase price will be the lowest price at which, based on the number of shares tendered and the prices spec...
must_tender_all = True...e price we determine, shares having an aggregate value in excess of $10,000,000 are properly tendered at or below the purchase price and not properly withdrawn, we 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 purchase price selected by us; •second, from all other stockholders who properly tender shares at or below the purchase price selected by us, on a pro rata basis (except for stockholders who tendered shares conditionally for which the condition was not satisfied); and •third, only if necessary to permit us to purchase $10...
price = USD 5.75-6.5...Auction tender offer. 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 the Offer is $5.75 to $6.50 per share. The purchase price will be the lowest price at which, based on the number of shares tendered and the prices specified by the tendering stockholders, we can purchase $10,000,000 in value of shares, or such les...
threshold = 100...are tendered at or below the purchase price determined in the Offer. Odd Lots. The term "odd lots" means all shares properly tendered prior to the Expiration Time at prices at or below the purchase price selected by us and not properly withdrawn by any person 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 (such person, an "Odd Lot Holder"). To qualify for this preference, an Odd Lot Holder must tender all shares he or she owns in accordance with the procedures described in Section 3. Odd lots that are properly te...
txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 a2187682zex-99_a1a.htm EXHIBIT 99.(A)(1)(A) QuickLinks -- Click here to rapidly navigate through this document Exhibit 99.(a)(1)(A) OFFER TO PURCHASE FOR CASH BY SRS LABS, INC. OF UP TO $10,000,000 IN VALUE OF SHARES OF ITS COMMON STOCK AT A PURCHASE PRICE NOT GREATER THAN $6.50 NOR LESS THAN $5.75 PER SHARE THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 29, 2008, UNLESS THE OFFER IS EXTENDED. SRS Labs, Inc., a Delaware cor...
final_price = 6.5...above that will allow us to purchase $10,000,000 in value of shares, or a lower amount depending on the number of shares properly tendered and not properly withdrawn. If the Offer is fully subscribed at a purchase price of $6.50 per share, we will repurchase 1,538,461 shares. The maximum number of shares we will repurchase is 1,739,130 shares, which would represent approximately 11.0% of our issued and outstanding shares of common stock as of July 31, 2008. If, based on the purchase price we determine, shares hav...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2008-08-29 | SC TO-I | original (governing) | View |