Current Price – $13.85;
Offer Price – $13 – $14;
Upside – potentially 1% or $13;
Expiration date – 9 August 2016;
No proration for holders of less than 100 shares
First Financial Northwest, Inc., hereby offers to purchase for cash up to $40.0 million in aggregate value of shares of its issued and outstanding common stock, par value $0.01 per share at a price not less than $13.00 and not more than $14.00 per share.
Assuming that the conditions to the tender offer are satisfied or waived and the tender offer is fully subscribed, if the Purchase Price per share is $13.00, we would purchase 3,076,923 shares and if the Purchase Price per share is $14.00, we would purchase 2,857,142 shares, representing approximately 23.1% and 21.4%, respectively, of our outstanding shares as of June 30, 2016.
Odd lot holders
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 Purchase Price prior to the Expiration Date (and do not properly withdraw such shares) and you complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery, and all conditions to the tender offer are satisfied or waived, we will purchase all of your shares without subjecting them to proration.
Source and amount of funds
Assuming the tender offer is fully subscribed at $14.00 per share (which is the maximum price per share pursuant to the tender offer), we expect the aggregate Purchase Price for the shares acquired pursuant to the tender offer, together with all related fees and expenses, to be approximately $40.5 million. We expect to fund the purchase of shares tendered in the tender offer and the payment of related fees and expenses from cash on hand. The tender offer is not subject to a financing contingency.