Emcore Corp (EMKR) – Odd Lot Tender Offer – Risk Free Upside of $50

Current Price – $6.26

Offer Price – $6.25 - $6.75

Upside – 7.9% or $49 (for odd lot holders if upper pricing limit is used)

Expiration date –  15 June 2015

SEC Filling

 

Summary:

We are offering to purchase Shares in the Offer up to an aggregate purchase price of $45 million. Upon the terms and subject to the conditions of the Offer, we will determine a single per Share price that we will pay for Shares properly tendered and not properly withdrawn from the Offer, taking into account the total number of Shares properly tendered and the prices specified by tendering shareholders. We will select the lowest purchase price, not greater than $6.75 per Share nor less than $6.25 per Share, that will allow us to purchase Shares having an aggregate purchase price of $45 million, or a lower amount depending on the number of Shares properly tendered and not properly withdrawn (such purchase price, the "Final Purchase Price"). All Shares acquired in the Offer will be acquired at the Final Purchase Price, including those Shares tendered at a price lower than the Final Purchase Price. Only Shares properly tendered at prices at or below the Final Purchase Price, and not properly withdrawn, will be purchased. However, because of the "odd lot" priority, proration and conditional tender provisions described in this Offer to Purchase, we may not purchase all of the Shares tendered at or below the Final Purchase Price if, based on the Final Purchase Price, Shares having an aggregate purchase price in excess of $45 million are properly tendered and not properly withdrawn.

At the maximum Final Purchase Price of $6.75 per Share, we could purchase 6,666,666 Shares if the Offer is fully subscribed, which would represent approximately 20.64% of the issued and outstanding Shares as of May 1, 2015.

At the minimum Final Purchase Price of $6.25 per Share, we could purchase 7,200,000 Shares if the Offer is fully subscribed, which would represent approximately 22.29% of the issued and outstanding Shares as of May 1, 2015.

 

No proration for Odd Lot holders:

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)

 

Source of Funds:

Assuming that the Offer is fully subscribed, the aggregate purchase price of Shares purchased in the Offer will be $45 million. We expect that the maximum aggregate cost of these purchases, including all fees and expenses applicable to the Offer, will be approximately $800,000. We intend to use cash on hand to purchase Shares in the Offer and to pay all related fees and expenses.