Odd Lot Index

Theravance Biopharma, Inc. TBPH

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.
StatusClosed
Closing date2022-11-10
How it is pricedDutch auction
Odd-lot thresholdFewer than 100 shares
Must tender everything you holdYes
Must tick the odd-lot box on the formYes
Price offeredUSD $9.75 to $10.50 per share, in steps of $0.05
Most an odd-lot tender could be$965.25 to $1,039.50

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...r — Number of Shares; Proration”. ​ ​ “Odd Lots” ​ ​ If you own beneficially or of record fewer than 100 Shares in the aggregate, validly tender all of your Shares at or below the Purchase Price and do not validly withdraw them before the Expiration Time, and 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. See “The Offer — Number of Shares; Proration”. ​ ​ Acceptance for Payment and Payment ​ ​ The Company will pay the Purchase Price, in cash, less any applicable withholding taxes and without int...
expiry = 2022-11-10...opharma, Inc. For An Aggregate Cash Purchase Price of Up to $95 Million At a Purchase Price Not Greater than $10.50 Nor Less Than $9.75 Per Share ​ ​ THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON NOVEMBER 10, 2022, UNLESS THE OFFER IS EXTENDED (SUCH TIME, AS IT MAY BE EXTENDED, THE “EXPIRATION TIME”). ​ ​ Theravance Biopharma, Inc. (“Theravance,” the “Company,” “we,” “us,” or “our”) hereby offers, upon the terms and subject to the conditions set for...
listed = True...As of the date hereof, the Company has not repurchased any shares pursuant to such plan and expects to begin making such purchases, if any, after the completion or expiration of the Offer. 27 TABLE OF CONTENTS​ PRICE RANGE OF THE SHARES; DIVIDENDS Our Shares are listed on The Nasdaq Global Market under the symbol “TBPH”. The following table sets forth, for the periods indicated, the high and low sale prices for our ordinary shares for the periods indicated. ​ ​ ​ High ​ ​ Low ​ Year ending December 31, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Third Quarter (through September 27, 2022) ​ ​ ​ $ 11.00 ​ ​ ​ ​ $ 7.53 ​ ​ Second Quarter ​ ​ ​ ​ 10.52 ​ ​ ​ ​ ​...
mechanism = DUTCH...d to fund the purchases of Shares tendered in the Offer as well as the payment of related fees and expenses. See “The Offer —Sources and Amount of Funds”. ​ ​ Consideration; Purchase Price ​ ​ The Company is conducting this Offer through a procedure called a “modified Dutch auction”. This procedure allows you to select the price (in increments of $0.05) within the price range specified by us at which you are willing to sell your Shares. The price range for the Offer is $9.75 to $10.50 per Share. See “The Offer — Number of Shares; Proration”. ​ ​ ​ ​ ​ On September 27, 2022, the last trading day before the public an...
must_tender_all = True...or below the Purchase Price and not validly withdrawn, the Company will accept Shares for purchase in the following order of priority: ​ ​ ​ ​ ​ • First, the Company will purchase all “odd lots” of less than 100 Shares at the Purchase Price from shareholders who validly tender all of their Shares at or below the Purchase Price and who do not validly withdraw them before the Expiration Time; and ​ ​ ​ ​ ​ ​ • Second, after purchasing all the “odd lots” that were validly tendered at or below the Purchase Price, the Company will purchase Shares at the Purchase Price from all other holders who validly tender Shares at or ​ ​ 2 TABLE...
price = USD 9.75-10.5...ied Dutch auction”. This procedure allows you to select the price (in increments of $0.05) within the price range specified by us at which you are willing to sell your Shares. The price range for the Offer is $9.75 to $10.50 per Share. See “The Offer — Number of Shares; Proration”. ​ ​ ​ ​ ​ On September 27, 2022, the last trading day before the public announcement of the Offer, the last reported sale price of the Shares reported on Nasdaq...
threshold = 100...ater value as we may elect to purchase, subject to applicable law). ​ ​ ​ ​ ​ Therefore, the Company may not purchase all of the Shares that you tender even if you tender them at or below the Purchase Price. See “The Offer — Number of Shares; Proration”. ​ ​ “Odd Lots” ​ ​ If you own beneficially or of record fewer than 100 Shares in the aggregate, validly tender all of your Shares at or below the Purchase Price and do not validly withdraw them before the Expiration Time, and 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 th...
txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 tm2226621d1_exhiai.htm EX-99.(A)(1)(I) tm2226621-1_sctoi_DIV_15-exhiai - none - 6.9375359s TABLE OF CONTENTS Exhibit (a)(1)(i)​ Offer to Purchase Ordinary Shares (CUSIP No. G8807B106) Of Theravance Biopharma, Inc. For An Aggregate Cash Purchase Price of Up to $95 Million At a Purchase Price Not Greater than $10.50 Nor Less Than $9.75 Per Share ​ ​ THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT MIDNIGHT, NEW YORK CITY TIME, AT THE END OF THE DAY ON NOVEMBER 10, 20...

The filings

FiledFormRoleOn EDGAR
2022-09-28SC TO-Ioriginal (governing)View