Acceptance for Payment and Payment for Shares. Proration and Section 4. Withdrawal Rights. CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES? The Offer can be extended in our discretion. HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED? If we extend the offer, we will make a public announcement of the extension, not later than 9:00 a.m., Eastern Time, on the day after the day on which the Offer was scheduled to expire. You can call us to see if it has been extended, check for press releases, or check the SEC’s EXXXX database. WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER? There are no conditions to the offer based on a minimum number of Shares tendered, the availability of financing, or the success of the offer. However, we may not be obligated to purchase any Shares if certain conditions occur, such as legal or government actions which would prohibit the purchase. Furthermore, we are not obligated to purchase any Shares which are validly tendered if, among other things, there is a material adverse change in the REIT or its business. Please see the discussion in Section 13, Conditions of the Offer, for a description of all conditions. Further, by tendering your Shares, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in Washington, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. WHEN WILL YOU PAY ME FOR THE SHARES I TENDER? Upon the Expiration of the Offer and our acceptance of the Shares you tender, we will pay you within 3 business days of the transfer of the Shares to us by the REIT’s transfer agent. HOW DO I TENDER MY SHARES? To tender your Shares, you must deliver a completed Agreement of Assignment and Transfer to the Depositary at: CMG Partners, LLC, 1000 0xx Xxx, Xxx 0000, Xxxxxxx XX 00000 (Telephone: 200-000-0000; Facsimile Transmission: 206-340-2281), no later than the time the Offer expires. UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? You can withdraw previously tendered Shares at any time until the Offer has expired and, if we have not agreed to accept your Shares for payment by October 22, 2011, you can withdraw them at any time after such time until we do accept your Shares for payment. HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? To withdraw Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the Depositary while you still have the right to withdraw the Shares. WHAT DOES THE REIT THINK OF THE OFFER? The Purchasers have not sought the approval or disapproval of the REIT and are not affiliated with the REIT. The REIT may be expected to respond with the REIT’s position on the offer in the next two weeks. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? The Purchasers do not anticipate that Shares held by non-tendering Shareholders will be affected by the completion of the offer. WHAT ARE THE PURCHASERS’ FUTURE INTENTIONS CONCERNING THE REIT? The Purchasers have no present intention to seek control of the REIT or to change the management or operations of the REIT. The Purchasers do not have any present intention to take action in connection with the liquidation of the REIT or with any extraordinary transaction concerning the REIT or its assets. Although the Purchasers do not have any present intention to take any action with respect to management or control of the REIT, the Purchasers reserve the right, at an appropriate time, to exercise their rights as shareholders to vote on matters subject to a shareholder vote, including any vote affecting the sale of the REIT’s assets and the liquidation and dissolution of the REIT. Thus, if the Purchasers purchase a significant number of the outstanding Shares of the REIT (pursuant to this and any other tender offers and other purchases), they may be in a position to control the REIT by virtue of being able to vote in board of directors elections and other matters requiring shareholder consent. WHAT IS THE MARKET VALUE OF MY SHARES? The Shares do not have a readily ascertainable market value, and neither the Shareholders nor the Purchasers have any accurate means for determining the actual present value of the Shares. According to the REIT, “There is no established public trading market for our common stock.” (Annual Report on Form 10-K for the fiscal year ending December 31, 2010). The Purchasers’ review of independent secondary market reporting publications such as The Sxxxxxx Report and The Direct Investments Spectrum, reported sales of Shares on secondary markets at $1.75-$3.25 during the Spring 2011and Jan/Feb 2011 issues. The information published by these independent sources is believed to be the product of their private market research and does not constitute the comprehensive transaction reporting of a securities exchange. Accordingly, the Purchasers do not know whether the foregoing information is accurate or complete. Moreover, because of the historically low sales volume in the secondary market for the Shares, recent trading prices such as the ones referenced above may not be a reliable or accurate indication of the Shares’ current market value. The Purchasers are unaware of any other recent trading prices. Although there can be no certainty as to the actual present value of the Shares, the Purchasers have estimated, solely for the purposes of determining an acceptable Offer price, that the REIT could have an estimated liquidation value of approximately $4.55 per Share. It should be noted, however, that the Purchasers have not made an independent appraisal of the Shares or the REIT’s properties, and are not qualified to appraise real estate. Furthermore, there can be no assurance as to the timing or amount of any future REIT dividends, and there cannot be any assurance that the REIT’s estimate accurately reflects an approximate value of the Shares or that the actual amounts which may be realized by holders for the Shares may not vary substantially from this estimate. TO WHOM CAN I TALK IF I HAVE QUESTIONS ABOUT THE TENDER OFFER? You can call CMG at 200-000-0000.
Appears in 2 contracts
Samples: Offer to Purchase (CMG Partners LLC), Offer to Purchase (CMG Partners LLC)
Acceptance for Payment and Payment for Shares. Proration and Section 4. Withdrawal Rights. CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES? The Offer can be extended in our discretion. HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED? If we extend the offer, we will make a public announcement of the extension, not later than 9:00 a.m., Eastern Time, on the day after the day on which the Offer was scheduled to expire. You can call us to see if it has been extended, check for press releases, or check the SEC’s EXXXX XXXXX database. WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER? There are no conditions to the offer based on a minimum number of Shares tendered, the availability of financing, or the success of the offer. However, we may not be obligated to purchase any Shares if certain conditions occur, such as legal or government actions which would prohibit the purchase. Furthermore, we are not obligated to purchase any Shares which are validly tendered if, among other things, there is a material adverse change in the REIT or its business. Please see the discussion in Section 13, Conditions of the Offer, for a description of all conditions. Further, by tendering your Shares, you are agreeing agree to arbitrate resolve any disputes that may arise between you and the Purchasers or the DepositaryDepositary without a jury trial, to subject yourself to personal jurisdiction in King County, Washington, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. WHEN WILL YOU PAY ME FOR THE SHARES I TENDER? Upon the Expiration of the Offer and our acceptance of the Shares you tender, we will pay you within 3 business days of the transfer of the Shares to us by the REIT’s transfer agent. In our experience, this process can take about 3 weeks from the Expiration of the Offer, assuming all the paperwork is properly completed. If you hold your Shares in a custodial account (such as an IRA), there may also be additional delay caused by the custodian, who must also sign and Medallion Signature Guarantee the Agreement of Assignment and Transfer. You can shorten this delay by getting your custodian to sign the form before you send it to CMG, but if you do so, you should send us a signed Agreement before the Expiration Date, letting us know you have also sent a signed Agreement to your custodian for execution. HOW DO I TENDER MY SHARES? To tender your Shares, you must deliver a completed Agreement of Assignment and Transfer to the Depositary at: CMG Partners, LLC, 1000 0xx 00000 Xxxxxxx Xxx, Xxx 0000Suite 110, Xxxxxxx XX 00000 Bellevue, WA 98005 (Telephone: 200000-000-0000; Facsimile Transmission: 206425-340376-22810723), no later than the time the Offer expires. UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? You can withdraw previously tendered Shares at any time until the Offer has expired and, if we have not agreed to accept your Shares for payment by October 22March 30, 20112014, you can withdraw them at any time after such time until we do accept your Shares for payment. HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? To withdraw Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the Depositary (CMG) while you still have the right to withdraw the Shares. WHAT DOES THE REIT THINK OF THE OFFER? The Purchasers have not sought the approval or disapproval of the REIT and are not affiliated with the REIT. The REIT may be expected to respond with the REIT’s position on the offer in the next two weeks. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? The Purchasers do not anticipate that Shares held by non-tendering Shareholders will be affected by the completion of the offer. WHAT ARE THE PURCHASERS’ FUTURE INTENTIONS CONCERNING THE REIT? The Purchasers have no present intention to seek control of the REIT or to change the management or operations of the REIT. The Purchasers do not have any present intention to take action in connection with the liquidation of the REIT or with any extraordinary transaction concerning the REIT or its assets. Although the Purchasers do not have any present intention to take any action with respect to management or control of the REIT, the Purchasers reserve the right, at an appropriate time, to exercise their rights as shareholders to vote on matters subject to a shareholder vote, including any vote affecting the sale of the REIT’s assets and the liquidation and dissolution of the REIT. Thus, if the Purchasers purchase a significant number of the outstanding Shares of the REIT (pursuant to this and any other tender offers and other purchases), they may be in a position to control the REIT by virtue of being able to vote in board of directors elections and other matters requiring shareholder consent. WHAT IS THE MARKET VALUE OF MY SHARES? The Shares do not have a readily ascertainable market value, and neither the Shareholders nor the Purchasers have any accurate means for determining the actual present value of the Shares. According to the REIT, “There there is no established public trading market for our the common stock.” (Annual Report on Form 10-K for the fiscal year period ending December 31, 20102012). The Purchasers’ review of independent secondary auction market reporting publications such as The Sxxxxxx Xxxxxxx Report and The Direct Investments Spectrum, reported sales of Shares on secondary markets at $1.75-$3.25 5.75-6.57 during the Spring 2011and JanWinter 2014 and sales of Shares on secondary auction markets at $5.80-$6.39 per Unit in Sept/Feb 2011 issuesOct 2013, respectively. The information published by these independent sources is believed to be the product of their private market research and does not constitute the comprehensive transaction reporting of a securities exchange. Accordingly, the Purchasers do not know whether the foregoing information is accurate or complete. Moreover, because of the historically low sales volume in the secondary auction market for the Shares, recent trading prices such as the ones referenced above may not be a reliable or accurate indication of the Shares’ current market value. The Purchasers are unaware of any other recent trading prices. Although there can be no certainty as to the actual present value of the Shares, the Purchasers have estimated, solely for the purposes of determining an acceptable Offer price, REIT has recently estimated that the REIT could have an estimated liquidation net asset value of approximately at $4.55 6.94 per Share, essentially unchanged from $6.93 in 2012, and down from $7.22 in 2011 and $8.03 in 2010. It should be noted, however, that the Purchasers have not made an independent appraisal of the Shares or the REIT’s properties, and are not qualified to appraise real estate. Furthermore, there can be no assurance as to the timing or amount of any future REIT dividends, and there cannot be any assurance that the REIT’s estimate accurately reflects an approximate value of the Shares or that the actual amounts which may be realized by holders for the Shares may not vary substantially from this estimate. TO WHOM CAN I TALK IF I HAVE QUESTIONS ABOUT THE TENDER OFFER? You can call CMG at 200000-000-0000.
Appears in 1 contract
Samples: Offer to Purchase (CMG Partners LLC)
Acceptance for Payment and Payment for Shares. Proration and Section 4. Withdrawal Rights. CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES? The Offer can be extended in our discretion. HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED? If we extend the offer, we will make a public announcement of the extension, not later than 9:00 a.m., Eastern Time, on the day after the day on which the Offer was scheduled to expire. You can call us check our website at xxx.xxxx.xxx (click on MPF Tenders) to see if it has been extended, check for press releases, or check the SEC’s EXXXX database. WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER? There are no conditions to the offer based on a minimum number of Shares tendered, the availability of financing, or the success of the offer. However, we may not be obligated to purchase any Shares if certain conditions occur, such as legal or government actions which would prohibit the purchase. Furthermore, we are not obligated to purchase any Shares which are validly tendered if, among other things, there is a material adverse change in the REIT Corporation or its business. Please see the discussion in Section 13, Conditions of the Offer, for a description of all conditions. Further, by tendering your Shares, you are agreeing to arbitrate any disputes that may arise between you and the Purchasers or the Depositary, to subject yourself to personal jurisdiction in WashingtonCalifornia, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. WHEN WILL YOU PAY ME FOR THE SHARES I TENDER? Upon the Expiration of the Offer and our acceptance of the Shares you tender, we will pay you within 3 business days upon the earlier of receipt of your share certificates or confirmation from the transfer of Corporation that you own the Shares to us by the REIT’s transfer agentShares. HOW DO I TENDER MY SHARES? To tender your Shares, you must deliver a completed Agreement Letter of Assignment and Transfer Transmittal (printed on purple paper), to the Depositary at: CMG PartnersXxxXxxxxx Xxxxxxxxx Xxxxxx, LLCXX, 1000 0xx Xxx0000 Xxxxxx Xxxxxx, Xxx 0000Xxxxxx, Xxxxxxx XX Xxxxxxxxxx 00000 (Telephone: 200000-000-0000; Facsimile Transmission: 206925-340631-22819119), no later than the time the Offer expires. If your Shares are held in "street name," you need to instruct your broker to tender your Shares on your behalf through the Depository Trust Company. UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? You can withdraw previously tendered Shares at any time until the Offer has expired and, if we have not agreed to accept your Shares for payment by October 22September 18, 20112006, you can withdraw them at any time after such time until we do accept your Shares for payment. HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? To withdraw Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the Depositary while you still have the right to withdraw the Shares. WHAT DOES THE REIT CORPORATION THINK OF THE OFFER? The Purchasers have not sought the approval or disapproval of the REIT and are not affiliated with the REITCorporation. The REIT Corporation may be expected to respond with the REIT’s Corporation's position on the offer in the next two weeks. WILL THE CORPORATION CONTINUE AS A PUBLIC COMPANY? The Corporation reported 4,600 holders of its outstanding Shares as of the date of its most recent annual report. If the total number of Shareholders is below 300, the Corporation can elect to discontinue its status as a public reporting company. Accordingly, it is possible that the Offer could result in the total number of Shareholders falling below the 300 holder level. A change in the Corporation's status as a public company could reduce the information available to Shareholders about the Corporation in the event the information provided to Shareholders by the Corporation is not as extensive as that provided in reports required to be filed by public companies under applicable rules of the Securities and Exchange Commission. Further, such potential deregistration would result in the loss of the other protections afforded by registration. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? The Purchasers do not anticipate that Shares held by non-tendering Shareholders will be affected by the completion of the offer. WHAT ARE THE PURCHASERS’ ' FUTURE INTENTIONS CONCERNING THE REITCORPORATION? The Purchasers have no present intention to seek control of the REIT Corporation or to change the management or operations of the REITCorporation. The Purchasers do not have any present intention to take action in connection with the liquidation of the REIT Corporation or with any extraordinary transaction concerning the REIT Corporation or its assets. Although the Purchasers do not have any present intention to take any action with respect to management or control of the REITCorporation, the Purchasers reserve the right, at an appropriate time, to exercise their rights as shareholders to vote on matters subject to a shareholder vote, including any vote affecting the sale of the REIT’s Corporation's assets and the liquidation and dissolution of the REITCorporation. Thus, if the Purchasers purchase a significant number of the outstanding Shares of the REIT Corporation (pursuant to this and any other tender offers and other purchases), they may be in a position to control the REIT Corporation by virtue of being able to vote in board of directors elections and other matters requiring shareholder consent. WHAT IS THE MARKET VALUE OF MY SHARES? The Shares do not have a readily ascertainable market value, and neither Company's Common Stock trades on the Shareholders nor American Stock Exchange under the Purchasers have any accurate means for determining the actual present value of the Sharessymbol AQQ. According to the REIT, “There is no established public trading market for our common stock.” (Annual Report on Form 10-K Last reported price for the fiscal year ending December 31shares was $22.21 on July 17, 2010)2006, but only 300 Shares traded hands. However, there is limited trading volume such that if you own a significant number of Shares, you may not be able to sell your Shares on the stock market without adversely affecting the price. The Purchasers’ review of independent secondary market reporting publications such as The Sxxxxxx Report and The Direct Investments Spectrum, reported sales of Shares on secondary markets at $1.75-$3.25 during the Spring 2011and Jan/Feb 2011 issues. The information published by these independent sources is believed to be the product of their private market research and does not constitute the comprehensive transaction reporting of a securities exchange. Accordingly, the Purchasers do not know whether the foregoing information is accurate or complete. Moreover, because of the historically low sales average daily trading volume in the secondary market for past 3 months is approximately 1,265 Shares (see xxxx://xxxxxxx.xxxxx.xxx). Further, since January 2003 fewer than 15,000 shares have traded above our offer price, all within the past month. Thus, our offer price is at a premium to the 60-day trailing average price. However, if you own a small number of Shares, recent trading prices such and if the market price at the time you wish to sell your Shares is higher than our Offer Price, you may want to sell your Shares on the American Stock Exchange as the ones referenced above may not be a reliable or accurate indication of the Shares’ current market valueopposed to tendering your Shares to us. The Purchasers are unaware of any other recent trading prices. Although there can be no certainty as to the actual present value of the Shares, the Purchasers have estimated, solely for the purposes of determining an acceptable Offer price, that the REIT Corporation could have an estimated liquidation value of approximately $4.55 29.09 per Share, or higher. It should be noted, however, that the Purchasers have not made an independent appraisal of the Shares or the REIT’s Corporation's properties, and are not qualified to appraise real estate. FurthermoreAccordingly, there can be no assurance as to the timing or amount of any future REIT dividends, and there cannot be any assurance that the REIT’s this estimate accurately reflects an approximate value of the Shares or that the actual amounts which may be realized by holders Shareholders for the Shares may not vary substantially from this estimate. TO WHOM CAN I TALK IF I HAVE QUESTIONS ABOUT THE TENDER OFFER? You can call CMG XxxXxxxxx Xxxxxxxxx Xxxxxx, XX, toll-free, at 200000-000-0000. To the Shareholders of AMERICAN SPECTRUM REALTY, INC.: INTRODUCTION The Purchasers hereby offer to purchase 145,000 Shares at a purchase price of $20.50 per Share ("Offer Price"), less the amount of any dividends declared or paid with respect to the Shares between July 18, 2006, and the Expiration Date, in cash, without interest, upon the terms and subject to the conditions set forth in the Offer. The Purchasers are unaware of any dividends declared or paid since July 18, 2006. Shareholders who tender their Shares will not be obligated to pay any fees, expenses or commissions in connection with the tender of Shares unless charged by a broker; Shareholders should check with their broker to see if the broker charges a fee to tender Shares. The Purchasers will pay all such costs and all charges and expenses of the Depositary, an affiliate of certain of the Purchasers, as depositary in connection with the Offer. For further information concerning the Purchasers, see Section 11 below and Schedule I. None of the Purchasers or the Depositary is affiliated with the Corporation or the Corporation's management. The address of the Corporation's principal executive offices is 0000 Xxx Xxxxxx, Suite 450, Houston, TX 77057, and its phone number is (000) 000-0000 Shareholders are urged to consider the following factors: o The Offer will provide Shareholders with an opportunity to liquidate their investment without the usual transaction costs associated with market sales (although your broker may charge you a fee to tender; check with your broker). Shareholders may have a more immediate need to use the cash now tied up in an investment in the Shares and may wish to sell them to the Purchasers (the market may not have enough volume to accommodate sale requests for Shareholders, at least without adversely affecting the sale price). Furthermore, the Offer Price is at a premium to the 60-day trailing average trading price, and at a premium to the trading prices from January 2003 through mid-June 2006 (about 15,000 Shares have traded hands above the Offer Price since June 16, 2006) (see xxxx://xxxxxxx.xxxxx.xxx). o The Offer is intended to provide for the opportunity for Shareholders to sell, and the Purchasers to purchase, a significant number of shares of this thinly traded stock. According to Yahoo Finance, 30-day average trading volume has been 1,265 shares, representing less than 1% of that sought in this Offer. o Shareholders who tender their Shares will give up the opportunity to participate in any future benefits from the ownership of Shares, including potential future dividends by the Corporation from property dispositions or operations from future development, if any, and the purchase price per Share payable to a tendering Shareholder by the Purchasers may be less than the total amount which might otherwise be received by the Shareholder with respect to the Share from the Corporation.
Appears in 1 contract
Acceptance for Payment and Payment for Shares. Proration and Section 4. Withdrawal Rights. CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES? The Offer can be extended in our discretion. HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED? If we extend the offer, we will make a public announcement of the extension, not later than 9:00 a.m., Eastern Time, on the day after the day on which the Offer was scheduled to expire. You can call us to see if it has been extended, check for press releases, or check the SEC’s EXXXX XXXXX database. WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER? There are no conditions to the offer based on a minimum number of Shares tendered, the availability of financing, or the success of the offer. However, we may not be obligated to purchase any Shares if certain conditions occur, such as legal or government actions which would prohibit the purchase. Furthermore, we are not obligated to purchase any Shares which are validly tendered if, among other things, there is a material adverse change in the REIT or its business. Please see the discussion in Section 13, Conditions of the Offer, for a description of all conditions. Further, by tendering your Shares, you are agreeing agree to arbitrate resolve any disputes that may arise between you and the Purchasers or the DepositaryDepositary without a jury trial, to subject yourself to personal jurisdiction in King County, Washington, and that the prevailing party in any such action will be entitled to recover attorney fees and costs. WHEN WILL YOU PAY ME FOR THE SHARES I TENDER? Upon the Expiration of the Offer and our acceptance of the Shares you tender, we will pay you within 3 business days of the transfer of the Shares to us by the REIT’s transfer agent. In our experience, this process can take about 3 weeks from the Expiration of the Offer, assuming all the paperwork is properly completed. If you hold your Shares in a custodial account (such as an IRA), there may also be additional delay caused by the custodian, who must also sign and Medallion Signature Guarantee the Agreement of Assignment and Transfer. You can shorten this delay by getting your custodian to sign the form before you send it to CMG, but if you do so, you should send us a signed Agreement before the Expiration Date, letting us know you have also sent a signed Agreement to your custodian for execution. HOW DO I TENDER MY SHARES? To tender your Shares, you must deliver a completed Agreement of Assignment and Transfer to the Depositary at: CMG Partners, LLC, 1000 0xx 00000 Xxxxxxx Xxx, Xxx 0000Suite 110, Xxxxxxx XX 00000 Bellevue, WA 98005 (Telephone: 200000-000-0000; Facsimile Transmission: 206425-340376-22810723), no later than the time the Offer expires. UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? You can withdraw previously tendered Shares at any time until the Offer has expired and, if we have not agreed to accept your Shares for payment by October 22December 10, 20112012, you can withdraw them at any time after such time until we do accept your Shares for payment. HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? To withdraw Shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the Depositary (CMG) while you still have the right to withdraw the Shares. WHAT DOES THE REIT THINK OF THE OFFER? The Purchasers have not sought the approval or disapproval of the REIT and are not affiliated with the REIT. The REIT may be expected to respond with the REIT’s position on the offer in the next two weeks. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? The Purchasers do not anticipate that Shares held by non-tendering Shareholders will be affected by the completion of the offer. WHAT ARE THE PURCHASERS’ FUTURE INTENTIONS CONCERNING THE REIT? The Purchasers have no present intention to seek control of the REIT or to change the management or operations of the REIT. The Purchasers do not have any present intention to take action in connection with the liquidation of the REIT or with any extraordinary transaction concerning the REIT or its assets. Although the Purchasers do not have any present intention to take any action with respect to management or control of the REIT, the Purchasers reserve the right, at an appropriate time, to exercise their rights as shareholders to vote on matters subject to a shareholder vote, including any vote affecting the sale of the REIT’s assets and the liquidation and dissolution of the REIT. Thus, if the Purchasers purchase a significant number of the outstanding Shares of the REIT (pursuant to this and any other tender offers and other purchases), they may be in a position to control the REIT by virtue of being able to vote in board of directors elections and other matters requiring shareholder consent. WHAT IS THE MARKET VALUE OF MY SHARES? The Shares do not have a readily ascertainable market value, and neither the Shareholders nor the Purchasers have any accurate means for determining the actual present value of the Shares. According to the REIT, “There there is no established public trading market for our the common stock.” (Annual Report on Form 10-K for the fiscal year period ending December 31, 20102011). The Purchasers’ review of independent secondary market reporting publications such as The Sxxxxxx Xxxxxxx Report and The Direct Investments Spectrum, reported sales of Shares on secondary markets at $1.75-$3.25 5.25-$8.98 during the Spring 2011and JanSummer 2012 and sales of Shares on secondary markets at $4.99-$6.35 per Unit in July/Feb 2011 issuesAugust 2012, respectively. The information published by these independent sources is believed to be the product of their private market research and does not constitute the comprehensive transaction reporting of a securities exchange. Accordingly, the Purchasers do not know whether the foregoing information is accurate or complete. Moreover, because of the historically low sales volume in the secondary market for the Shares, recent trading prices such as the ones referenced above may not be a reliable or accurate indication of the Shares’ current market value. The Purchasers are unaware of any other recent trading prices. Although there can be no certainty as to the actual present value of the Shares, the Purchasers have estimated, solely for the purposes of determining an acceptable Offer price, REIT has estimated that the REIT could have an estimated liquidation net asset value of approximately to be $4.55 7.22 per Share, down from $8.03 in 2010. It should be noted, however, that the Purchasers have not made an independent appraisal of the Shares or the REIT’s properties, and are not qualified to appraise real estate. Furthermore, there can be no assurance as to the timing or amount of any future REIT dividends, and there cannot be any assurance that the REIT’s estimate accurately reflects an approximate value of the Shares or that the actual amounts which may be realized by holders for the Shares may not vary substantially from this estimate. TO WHOM CAN I TALK IF I HAVE QUESTIONS ABOUT THE TENDER OFFER? You can call CMG at 200000-000-0000.
Appears in 1 contract
Samples: Offer to Purchase (CMG Partners LLC)
