XBiotech Inc. XBIT
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 | 2020-02-12 |
| 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 |
| Price offered | USD $30.00 to $33.00 per share, in steps of $0.25 |
| Most an odd-lot tender could be | $2,970.00 to $3,267.00 |
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..., 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 these Shares at or below the Final Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Letter of Transmittal (if you are a registered holder) and, if applicable, in the Notice of Guaranteed Delivery, we will purchase all of your Shares without subjecting them to the proration procedure. See Section 1. Has the Company or its Board of Directors adopted a position on the Offer? Our Board of Directors has delegated authority to consider the Offer t...
expiry = 2020-02-12...otech Inc. Up to $420,000,000 in Value of its Common Shares At a Cash Purchase Price Not Greater Than $33.00 per Share Nor Less Than $30.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 12, 2020, UNLESS THE OFFER IS EXTENDED (SUCH DATE AND TIME, AS THEY MAY BE EXTENDED, THE “EXPIRATION DATE”). XBiotech Inc., a British Columbia corporation (the “Company,” “XBiotech,” “we,” “us” or “our”), invites our shareholders to tender up to $4...
listed = True...ty of different diseases, such as cancer, vascular disease, inflammatory skin disease, and diabetes. Clinical studies conducted to date have shown that blocking IL-1a with our lead product candidate may have a beneficial effect on several diseases. Our Shares are listed on the NASDAQ Global Select Market under the symbol “XBIT.” Our principal executive offices are located at 5217 Winnebago Lane, Austin, Texas. 78744, and our telephone number is (512) 386-2900. Our website address is www.xbiotech.com. Our website and the information contained on our website are not incorporated by reference into this Offer to Purchase. Availability of Reports and...
mechanism = DUTCH...ex99-a1iii.htm EX-99.(A)(1)(III) EdgarFiling Exhibit (a)(5)(iii) XBiotech Announces Preliminary Results of Tender Offer AUSTIN, Texas, Feb. 13, 2020 (GLOBE NEWSWIRE) -- XBiotech Inc. (NASDAQ: XBIT) (“XBiotech”) today announced the preliminary results of its “modified Dutch auction” tender offer, which expired at 5:00 p.m., New York City time, on February 12, 2020. Based on the preliminary count by American Stock Transfer & Trust Co., LLC, the depositary for the tender offer, a total of 41,164,725 common shares of XBiotech were properly tendered and not properly withdrawn at or below the maximum purchase price of $...
mechanism = DUTCH...on February 13, 2020 and is updated to revise the preliminary proration factor. The corrected press release reads: XBiotech Announces Preliminary Results of Tender Offer XBiotech Inc. (NASDAQ: XBIT) (“XBiotech”) today announced the preliminary results of its “modified Dutch auction” tender offer, which expired at 5:00 p.m., New York City time, on February 12, 2020. Based on the preliminary count by American Stock Transfer & Trust Co., LLC, the depositary for the tender offer, a total of 41,164,725 common shares of XBiotech were properly tendered and not properly withdrawn at or below the maximum purchase price of $...
mechanism = DUTCH..., a British Columbia corporation, is offering to purchase the Shares. See Section 1. What is XBiotech offering to purchase? We are offering to purchase up to $420,000,000 in value of Shares. See Section 1. What is the purpose of the Offer? We believe that the modified Dutch auction tender offer set forth in this Offer to Purchase represents an efficient mechanism to provide our shareholders with the opportunity to sell a significant portion of their Shares to the Company at a premium over current market prices and thereby receive a return of some or all of their investment in the Company if they so elect, while als...
must_tender_all = True...thdrawal. See Section 4. In what order will you purchase the tendered Shares? We will purchase Shares on the following basis: •first, we will purchase all Odd Lots (as defined in Section 1) of less than 100 Shares at the Final Purchase Price from shareholders who properly tender all of their Shares at or below the Final Purchase Price and who do not properly withdraw them before the Expiration Date (tenders of less than all of the Shares owned, beneficially or of record, by such Odd Lot Holder (as defined in Section 1) will not qualify for this preference); •second, after purchasing all the Odd Lots that were properly tendered at o...
price = USD 33.0...er & Trust Co., LLC, the depositary for the tender offer, a total of 41,164,725 common shares of XBiotech were properly tendered and not properly withdrawn at or below the maximum purchase price of $33.00 per share, including 2,178,233 shares that were tendered by notice of guaranteed delivery. In accordance with the terms and conditions of the tender offer and based on the preliminary count by the depositary, XBiotech expects to...
price = USD 33.0...er & Trust Co., LLC, the depositary for the tender offer, a total of 41,164,725 common shares of XBiotech were properly tendered and not properly withdrawn at or below the maximum purchase price of $33.00 per share, including 2,178,233 shares that were tendered by notice of guaranteed delivery. In accordance with the terms and conditions of the tender offer and based on the preliminary count by the depositary, XBiotech expects to...
price = USD 30.0-33.0...ommonly 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 Shares. The price range for the Offer is $30.00 to $33.00 per Share. We will select the lowest single purchase price (in increments of $0.25), not greater than $33.00 nor less than $30.00 per Share, that will allow us to purchase up to $420,000,000 in value of Shares at such p...
threshold = 100...lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares. Therefore, we may not purchase all of the Shares that you tender even if you tender them at or below the Final Purchase Price. See Section 1 and Section 6. 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 these Shares at or below the Final Purchase Price and do not properly withdraw them before the Expiration Date, and you complete the section entitled “Odd Lots” in the Le...
txn_type = TENDER_OFFEREX-99.(A)(1)(III) 2 ex99-a1iii.htm EX-99.(A)(1)(III) EdgarFiling Exhibit (a)(5)(iii) XBiotech Announces Preliminary Results of Tender Offer AUSTIN, Texas, Feb. 13, 2020 (GLOBE NEWSWIRE) -- XBiotech Inc. (NASDAQ: XBIT) (“XBiotech”) today announced the preliminary results of its “modified Dutch auction” tender offer, which expired at 5:00 p.m., New York City time, on February 12, 2020. Based on the preliminary count by American Stock Transfer & Trust Co., LLC, the depositary f...
txn_type = TENDER_OFFEREX-99.(A)(6)(IV) 2 exh_99a6iv.htm EXHIBIT 99.(A)(6)(IV) EdgarFiling EXHIBIT 99.(A)(6)(IV) Corrected Press Release: XBiotech Announces Preliminary Results of Tender Offer AUSTIN, Texas, Feb. 13, 2020 (GLOBE NEWSWIRE) -- This press release corrects a prior version published on February 13, 2020 and is updated to revise the preliminary proration factor. The corrected press release reads: XBiotech Announces Preliminary Results of Tender Offer XBiotech Inc. (NASDAQ: XBIT) (“XBiotech”) today announced the prel...
txn_type = TENDER_OFFEREX-99.(A)(1)(I) 2 ex99-a1i.htm OFFER TO PURCHASE, DATED JANUARY 14, 2020 ex-a1i XBiotech Inc. SC TO-I Exhibit (a)(1)(i) Offer to Purchase by XBiotech Inc. Up to $420,000,000 in Value of its Common Shares At a Cash Purchase Price Not Greater Than $33.00 per Share Nor Less Than $30.00 Per Share THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME...
The filings
| Filed | Form | Role | On EDGAR |
|---|---|---|---|
| 2020-01-14 | SC TO-I | original (governing) | View |
| 2020-02-13 | SC TO-I/A | amendment | View |
| 2020-02-13 | SC TO-I/A | amendment | View |