TYLER TECHNOLOGIES INC TYL
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 | 2003-05-12 |
| How it is priced | Dutch auction |
| Odd-lot threshold | — |
| Must tender everything you hold | Yes |
| Must tick the odd-lot box on the form | Yes |
| Price offered | USD $3.60 to $4.00 per share, in steps of $0.05 |
| Most an odd-lot tender could be | $356.40 to $396.00 |
How it finished
| Shares tendered | 4,200,000 |
|---|
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...Lot Holder who: (a)tenders all shares owned beneficially or of record by the Odd Lot Holder at a price at or below the purchase price we select (tenders of less than all of the shares owned by such Odd Lot Holder will not qualify for this preference); and (b)completes the section entitled "Odd Lots" in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. •Second, after the purchase of all of the shares tendered by Odd Lot Holders, subject to the conditional tender provisions described in Section 6, we will purchase all other shares properly tendered at or below the purchase price selected by us on a pro rata basis (described below...
expiry = 2003-05-12...1)(i) Offer to Purchase for Cash Up to 4,200,000 Shares of its Common Stock At a Purchase Price Not Greater than $4.00 Nor Less than $3.60 Per Share THE OFFER, WITHDRAWAL RIGHTS, AND PRORATION PERIOD WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON MONDAY, MAY 12, 2003, UNLESS THE OFFER IS EXTENDED. We invite our stockholders to tender up to 4,200,000 shares of our common stock, $0.01 par value per share, for purchase by us at a price not greater than $4.00 nor less than $3.60 per share, net to the selle...
listed = True...n 4,200,000 shares in the offer, subject to applicable law. This offer is not conditioned on any minimum number of shares being tendered or on us obtaining financing. The offer is, however, subject to other conditions. See Section 7. Our shares are listed and traded on the New York Stock Exchange, or the NYSE, under the symbol "TYL." On April 11, 2003, the last trading day prior to the commencement of the offer, the closing price of our shares as reported by the NYSE was $3.61 per share. We encourage you to obtain current market quotations for the shares before deciding whether and at which purchase price or purchase prices to tender your sha...
mechanism = DUTCH...urrent financial condition, our prospects, and the current market price of our common stock. See Section 2. 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 range specified by us at which you are willing to sell your shares. The price range for the offer is $3.60 to $4.00 per share. We will select the lowest purchase price within the range that will allow us to buy 4,200,000 shares or, if a lesser number of shares are properly tendered...
mechanism = DUTCH...ck here to rapidly navigate through this document Exhibit (a)(5)(vii) Contact: Brian K. Miller Vice President—Finance Tyler Technologies, Inc. (972) 713-3720 bmiller@tylertechnologies.com FOR IMMEDIATE RELEASE TYLER TECHNOLOGIES ANNOUNCES FINAL RESULTS OF ITS MODIFIED "DUTCH AUCTION" TENDER OFFER Dallas, Texas, May 16, 2003—Tyler Technologies, Inc. (NYSE: TYL) announced today the final results of its modified "Dutch Auction" tender offer, which expired at 12:00 Midnight, New York City time, on May 12, 2003. Consistent with the preliminary results announced on May 13, 2003, Tyler will purchase 5,107,000 shares of its...
must_tender_all = True...the procedure for book-entry transfer set forth in Section 3. See Section 4. In what order will tendered shares be purchased? We will purchase shares: •first, from all "odd lot" holders (those owning less than 100 shares, which we refer to as Odd Lot Holders) who properly tender all of their shares at or below the purchase price we select; •second, from all other stockholders who properly tender shares at or below the purchase price we select, other than stockholders who conditionally tender their shares; and •finally, if necessary to permit us to purchase 4,200,000 shares, by random lot from stockholders who conditionally tender t...
price = USD 3.6-4.0...rocedure commonly called a "Modified Dutch Auction." This procedure allows you to select the price within a range specified by us at which you are willing to sell your shares. The price range for the offer is $3.60 to $4.00 per share. We will select the lowest purchase price within the range that will allow us to buy 4,200,000 shares or, if a lesser number of shares are properly tendered, all shares that are properly tendered and not withd...
price = USD 4.0...:00 Midnight, New York City time, on May 12, 2003. Consistent with the preliminary results announced on May 13, 2003, Tyler will purchase 5,107,000 shares of its common stock at a purchase price of $4.00 per share, or a total cost of $20,428,000. Based on the final count by EquiServe Trust Company, N.A., the Depositary for the tender offer, 5,993,360 shares of common stock were properly tendered and not withdrawn at prices at or...
priority = True...proximately 85%. In accordance with the terms of the tender offer, proration for each stockholder that properly tendered (and did not withdraw) shares will be the product of the number of shares tendered by such stockholder multiplied by the proration factor, subject to "odd lot" priority and conditional tenders. Payment for shares validly tendered and accepted for purchase, and the return of all other shares tendered but not accepted for payment, will be made promptly by EquiServe Trust Company, N.A. Including the shares that Tyler will purchase in the tender offer, Tyler will have repurchased 7,482,200 shares of its com...
txn_type = TENDER_OFFEREX-99.(A)(1)(I) 3 a2108239zex-99_a1i.htm EXHIBIT (A)(1)(I) Use these links to rapidly review the document Offer to Purchase for Cash Up to 4,200,000 Shares of its Common Stock At a Purchase Price Not Greater than $4.00 Nor Less than $3.60 Per Share Exhibit (a)(1)(i) Offer to Purchase for Cash Up to 4,200,000 Shares of its Common Stock At a Purchase Price Not Greater than $4.00 Nor Less than $3.60 Per Share THE OFFER, WITHDRAWAL RIGHTS, AND PRORATION PERIOD WI...
txn_type = TENDER_OFFER...mendment reporting the results of the tender offer: o SCHEDULE TO This Amendment No. 3 ("Amendment No. 3") to the Issuer Tender Offer Statement on Schedule TO is filed by Tyler Technologies, Inc., a Delaware corporation (the "Company"), in connection with its offer to purchase up to 4,200,000 shares of common stock of the Company, $0.01 par value per share (the "Common Stock"), or such lesser number of shares as is properly tendered and not properly withdrawn, at a price specified by the Company that is not in excess of $4.00 nor less than $3.60 per share, net to the seller in cash, without interest, at which...
txn_type = TENDER_OFFER...te through this document Exhibit (a)(5)(vii) Contact: Brian K. Miller Vice President—Finance Tyler Technologies, Inc. (972) 713-3720 bmiller@tylertechnologies.com FOR IMMEDIATE RELEASE TYLER TECHNOLOGIES ANNOUNCES FINAL RESULTS OF ITS MODIFIED "DUTCH AUCTION" TENDER OFFER Dallas, Texas, May 16, 2003—Tyler Technologies, Inc. (NYSE: TYL) announced today the final results of its modified "Dutch Auction" tender offer, which expired at 12:00 Midnight, New York City time, on May 12, 2003. Consistent with the preliminary results announced on May 13, 2003, Tyler will purchase 5,107,000 shares of its common stock...
tendered = 4200000...wn under the tender offer, taking into account the number of shares so tendered and the prices specified by tendering stockholders. Tyler will select the purchase price that will allow it to purchase 4,200,000 shares, or such lesser number of shares as are properly tendered, at prices not in excess of $4.00 per share nor less than $3.60 per share, under the tender offer. All shares properly tendered at prices at or below the purchase price and not properly withdrawn will be purchased at the purchase price, net to the seller in cash, without interes...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2003-04-14 | SC TO-I | original (governing) | View |
| 2003-04-30 | SC TO-I/A | amendment | View |
| 2003-05-16 | SC TO-I/A | amendment | View |