SURMODICS INC SRDX

election_required = True...See Section 1. If I own fewer than 100 shares and I tender all of my shares, will I be subject to proration? If you own beneficially or of record fewer than 100 shares in the aggregate, you properly tender all of those 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, we will purchase all of your shares without subjecting them to the proration procedure. What does the Board of Directors think of the Offer? Our Board of Directors has authorized us to make the Offer. However, neither we nor any member of our Board of Directors, the Dealer Manager...

expiry = 2012-09-05...c. Up to $55 Million in Value of Shares of Its Common Stock At a Cash Purchase Price Not Greater than $19.00 per Share Nor Less than $17.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 5, 2012, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”) SurModics, Inc., a Minnesota corporation (the “Company,” “SurModics,” “we,” “us” or “our”), invites our shareholders to tender up to $55 mil...

listed = True...ent approximately 18.4% of the issued and outstanding Shares as of July 31, 2012. THE OFFER IS NOT CONDITIONED ON 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 “SRDX.” On July 31, 2012, the last full trading day prior to the date of the announcement of the intention to commence the Offer, the last reported sale price of the Shares was $15.94 per Share. On August 3, 2012, the last full trading day prior to the date of the commencement of the Offer, the last...

mechanism = DUTCH...han 2% of the outstanding Shares without amending or extending the Offer. See Section 1. 1 Table of Contents 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.” 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 $17.00 to $19.00 per Share. We will select the single lowest purchase price, not greater than $19.00 nor less than $17.00 per Share, that will allow us to purchase $55 milli...

mechanism = DUTCH...h Tender Offer EDEN PRAIRIE, Minn – (BUSINESS WIRE) – September 6, 2012—SurModics, Inc. (Nasdaq:SRDX), a leading provider of surface modification and in vitro diagnostic technologies to the healthcare industries, today announced the preliminary results of its modified Dutch auction tender offer for up to $55.0 million in value of its common stock, which expired at 5:00 p.m., New York City time, on Wednesday, September 5, 2012. In accordance with the terms and conditions of the tender offer, SurModics expects to acquire 2,894,736 shares of its common stock at a price of $19.00 per share, for an aggregate cost of $55...

must_tender_all = True...dered under the procedure for book-entry transfer set forth in Section 3. 4 Table of Contents In what order will you purchase the tendered Shares? We will purchase Shares on the following basis: • first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares and do not properly withdraw them before the Expiration Date; • second, we will purchase all other Shares properly tendered at or below the Final Purchase Price on a pro rata basis with appropriate adjustments to avoid purchases of fractional Shares, until we have purchased Shares resulting in an aggregate purchase price of $55 million;...

price = USD 17.0-19.0...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 $17.00 to $19.00 per Share. We will select the single lowest purchase price, not greater than $19.00 nor less than $17.00 per Share, that will allow us to purchase $55 million in value of Shares at such price, based on the number of Sha...

price = USD 19.0...t Company, LLC, the Depositary for the tender offer, approximately 2.96 million shares of SurModics’ common stock were properly tendered and not properly withdrawn at or below the purchase price of $19.00 per share. Since the offer was oversubscribed, the number of shares that SurModics will purchase from each tendering shareholder will be pro-rated. Based upon the preliminary count by the Depositary of shares tendered, SurModics...

priority = True...een delivered to the Depositary or if your Shares have been tendered under the procedure for book-entry transfer set forth in Section 3. 4 Table of Contents In what order will you purchase the tendered Shares? We will purchase Shares on the following basis: • first, from all holders of “odd lots” of fewer than 100 shares who properly tender all of their shares and do not properly withdraw them before the Expiration Date; • second, we will purchase all other Shares properly tendered at or below the Final Purchase Price on a pro rata basis with appropriate adjustments to avoid purchases of fractional Shares, until we have purchased Shares resulting...

threshold = 100...he Final Purchase Price, more than $55 million in value of Shares are properly tendered, not properly withdrawn from and accepted pursuant to the Offer, we will purchase all Shares tendered at or below the Final Purchase Price on a pro rata basis, except for “odd lots” (lots held by owners of fewer than 100 shares), which we will purchase on a priority basis. We expressly reserve the right to purchase additional Shares in the Offer, subject to applicable law. See Section 1. The Offer is not conditioned on any minimum number of Shares being tendered but is subject to certain other conditions. See Section 7. In accordance with the rules of the SEC,...

txn_type = TENDER_OFFEREX-99.A.1.I 2 d388265dex99a1i.htm OFFER TO PURCHASE Offer to Purchase Table of Contents Exhibit (a)(1)(i) Offer to Purchase by SurModics, Inc. Up to $55 Million in Value of Shares of Its Common Stock At a Cash Purchase Price Not Greater than $19.00 per Share Nor Less than $17.00 per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SE...

txn_type = TENDER_OFFEREX-99.(A)(5)(V) 2 d407381dex99a5v.htm PRESS RELEASE Press Release Exhibit 99(a)(5)(v) SurModics Announces Preliminary Results of its Modified Dutch Tender Offer EDEN PRAIRIE, Minn – (BUSINESS WIRE) – September 6, 2012—SurModics, Inc. (Nasdaq:SRDX), a leading provider of surface modification and in vitro diagnostic technologies to the healthcare industries, today announced the preliminary results of its modified Dutch auction tender offer for up to $55.0 million in value of its common stock, whic...