GSI Technology (GSIT) – Odd Lot Tender Offer – $20 Potential

Current Price – $6.50

Offer Price – $6.50 – $6.70

Upside – 3.1% or $20 for Odd Lot holders (if upper pricing is used)

Downside – $0

Expiration date – August 6, 2014

Odd Lot holders (less than 100 shares) are not subject to proration

SEC Filling

Trading Strategy:

Buy 99 shares of GSIT below $6.5 and tender all your shares before August 6, 2014.

Summary:

GSI Technology invites its stockholders to tender shares of its common stock, par value $0.001 per share, for purchase by GSI at a price not greater than $6.70 per Share nor less than $6.50 per Share, net to the seller in cash. We are offering to purchase Shares in the Offer up to an aggregate purchase price of $25 million. 

At the maximum Final Purchase Price of $6.70 per Share, we could purchase 3,731,343 Shares if the Offer is fully subscribed, which would represent approximately 13.6% of the issued and outstanding Shares as of June 30, 2014. At the minimum Final Purchase Price of $6.50 per Share, we could purchase 3,846,153 Shares if the Offer is fully subscribed, which would represent approximately 14.0% of the issued and outstanding Shares as of June 30, 2014. 

No proration for Odd Lot holders:

We will purchase Shares on the following basis:

- first, we will purchase all Shares properly tendered at or below the Final Purchase Price by any odd lot holder (holders of “odd lots” of less than 100 Shares);

- second, after the purchase of all of the Shares properly tendered at or below the Final Purchase Price and not properly withdrawn by odd lot holders, we will purchase all other Shares properly tendered at or below the Final Purchase Price on a pro rata basis.

Source of Funds:

Assuming that the Offer is fully subscribed, the aggregate purchase price of Shares purchased in the Offer will be $25 million. We expect that the maximum aggregate cost of these purchases, including all fees and expenses applicable to the Offer, will be approximately $425,000. We plan to fund any purchase of Shares pursuant to the Offer, including the related fees and expenses, using our cash on hand or other cash resources that are readily available to us. The Offer is not conditioned upon the receipt of financing.