Current Price – $7.55
Offer Price – $7.75
Upside – $12 or 1.5%
Expiration date – 27 June 2016
No proration for holders of less than 100 shares
Note: It is likely that almost all of the shares tendered will be accepted (not only odd lots) as insiders own close to half of of the outstanding shares and have indicated that they will tender only minor part of it.
Gaiam, Inc. offers to purchase for cash up to an aggregate of 12.0 million shares of its issued and outstanding Class A Common Stock, $0.0001 par value per share at a purchase price equal to $7.75 per Share. This represents more than 50% of the Class A shares outstanding.
Odd lot holders
Shares held in odd lots (less than 100) will be purchased without proration
Source and amount of funds
The maximum value of Securities purchased in the Offer will be $93.0 million, calculated on the basis of 12.0 million Shares at a Purchase Price of $7.75 per Share (and assuming that no Options are tendered). We expect the maximum aggregate cost of this purchase, including all fees and expenses applicable to the Offer and assuming no Options are tendered, to be approximately $93.25 million.
We will use available cash from the consummation of the Brand Business Sales to purchase the Securities in the Offer and to pay all related fees and expenses. The Offer will not be completed unless the Brand Business Sales are consummated. If the Brand Sales are not consummated for any reason by August 8, 2016, or any extension of the date by mutual agreement of Gaiam and Brand Purchaser under the terms of the Brand Purchase Agreement, Gaiam will terminate the Offer, Gaiam will not purchase any securities in the Offer and any Securities tendered will not be accepted.