Current Price – $8.83
Offer Price – $8.5 - $9.2
Upside – $37 or 4% (if the upper pricing limit is used)
Expiration date – 7 July 2015
No proration for odd lot holders
We are conducting an offer by means of a procedure commonly called a “modified Dutch auction.” Upon the terms and subject to the conditions of the Offer, we are offering to purchase for cash our common shares, pursuant to (i) Auction Tenders at prices specified by the tendering shareholders of not less than $8.50 nor greater than $9.20 per share or (ii) Purchase Price Tenders. We are offering to purchase shares having an aggregate purchase price not exceeding $30.0 million. Assuming that the Offer is fully subscribed, if the Purchase Price is determined to be $9.20 per share, the maximum Purchase Price under the Offer, the number of shares that will be purchased under the Offer is 3,260,870 shares. Assuming that the Offer is fully subscribed, the maximum of 3,260,870 shares that the Company is offering to purchase under the Offer represents approximately 12.4%.
No proration for Odd Lot holders:
First we will purchase all shares owned in “odd lots” (less than 100 shares) that have been validly tendered at or below the Purchase Price.
Source of Funds:
We will use our existing working capital to purchase the shares tendered in the Offer and to pay fees and expenses related to the Offer. Assuming that the Offer is fully subscribed, we expect the aggregate purchase price for the shares, together with all related fees and expenses, to be approximately $30.2 million. The Offer is not conditioned upon financing.