SUMMARY TERM SHEET. This Summary Term Sheet highlights certain information concerning this tender offer. To understand the Offer fully and for a more complete discussion of the terms and conditions of the Offer, you should read carefully this entire Offer to Purchase and the related Letter of Transmittal.
SUMMARY TERM SHEET. 1 INTRODUCTION ........................................................................... 6
SUMMARY TERM SHEET. This summary highlights selected information from this Offer to Purchase and may not contain all of the information that is important to you. You should carefully read this entire Offer to Purchase and the other documents to which this Offer to Purchase refers to fully understand the Offer (as defined below), the Merger (as defined below) and the related transactions. References to “we,” “us,” or “our,” unless the context otherwise requires, are references to Purchaser (as defined below). • Asclepius Subsidiary Corporation (“Purchaser”), an indirect wholly-owned subsidiary of Asahi Kasei Corporation (“Asahi Kasei”), is offering to purchase all issued and outstanding shares of common stock, par value $0.01 (the “Shares”), including the associated preferred stock purchase rights issued under the Shareholder Rights Agreement, of ZOLL Medical Corporation (“ZOLL”), at a price of $93.00 per Share, net to the seller in cash (the “Offer Price”), without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of March 12, 2012, among Asahi Kasei, Asahi Kasei Holdings US, Inc., a Delaware corporation and wholly-owned subsidiary of Asahi Kasei, Purchaser, and ZOLL (the “Merger Agreement”), under which, after the completion of the Offer Table of Contents and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into ZOLL, and ZOLL will be the surviving corporation and an indirect wholly-owned subsidiary of Asahi Kasei (the “Merger”). • The Offer is the first step in our plan to acquire all of the issued and outstanding Shares, as provided in the Merger Agreement. If the Offer results in our purchasing at least two-thirds of the issued and outstanding Shares on a fully diluted basis, we will acquire the remainder of the Shares in the Merger for an amount in cash, without interest and subject to applicable withholding taxes, equal to the Offer Price. No appraisal rights are available in connection with the Offer. In addition, under Massachusetts law, shareholders who continue to own their Shares at the time of the Merger may not be entitled to appraisal rights in connection with the Merger. See Section 15—“Certain Legal Matters—Appraisal Rights.” • ZOL...
SUMMARY TERM SHEET. (Section references are to the Offer to Purchase) This Summary Term Sheet highlights certain information concerning this tender offer. To understand the offer fully and for a more complete discussion of the terms and conditions of the offer, you should read carefully the entire Offer to Purchase and the related form of Letter of Transmittal. WHAT IS THE TENDER OFFER? - The Emerging Markets Telecommunications Fund, Inc. is offering to purchase up to 1,902,606 of its shares of Common Stock for cash at a price per share equal to 95% of the per share net asset value as of the close of the regular trading session of the NYSE on November 21, 2001 (or, if the offer is extended, on the date to which the offer is extended) upon specified terms and subject to conditions as set forth in the tender offer documents. WHY IS THE FUND MAKING THIS TENDER OFFER? - In June 2000, the Board of Directors of the Fund, as a further enhancement to the actions previously announced by the Fund to enhance shareholder value, announced a self-tender program, whereby: (i) the Fund will make a tender offer to acquire at least 15% of its outstanding shares during each calendar year of the program; and (ii) the per share purchase price will be at least 95% of the Fund's net asset value per share. The tender offer is being made in furtherance of that self-tender program. WHEN WILL THE TENDER OFFER EXPIRE, AND MAY THE OFFER BE EXTENDED? - The tender offer will expire at 5:00 P.M. Eastern Time on November 21, 2001, unless extended. The Fund may extend the period of time the offer will be open by issuing a press release or making some other public announcement by no later than the next business day after the offer otherwise would have expired. See Section 15. WHAT IS THE NET ASSET VALUE PER FUND SHARE AS OF A RECENT DATE? - As of October 19, 2001, the net asset value per share was $7.87. See Section 9 of the Offer to Purchase for details. During the pendency of the tender offer, current net asset value quotations can be obtained from Credit Suisse Asset Management--Investor Relations, by calling (800) 293-1232, or at xxx.xxxxource.cox. XXXX XXX XXX ASSET VALUE BE HIGHER OR LOWER ON THE DATE THAT THE PRICE TO BE PAID FOR TENDERED SHARES IS TO BE DETERMINED? - No one can accurately predict the net asset value at a future date. HOW DO I TENDER MY SHARES? - If your shares are registered in your name, you should obtain the tender offer materials, including this Offer to Purchase and the related for...
SUMMARY TERM SHEET. The following is a summary of the material terms of the Offer (as defined below). We urge you to read carefully the remainder of this Offer and the accompanying acceptance letter and withdrawal letter attached to the end of this document.
SUMMARY TERM SHEET. This Summary Term Sheet, together with the “Questions and Answers About the CRH Meeting and the Arrangement,” highlights selected information from this proxy statement and may not contain all of the information that is important to you. You should carefully read this entire proxy statement (including the annexes attached hereto) and the other documents to which this proxy statement refers you for a more complete understanding of the Arrangement and the other matters being considered at the CRH meeting. You may obtain additional information without charge by following the instructions in “Where You Can Find More Information.” Date, Time, Place and Purpose (page 16)
SUMMARY TERM SHEET. This summary highlights the most material information from this Offer to Purchase. To understand the offer fully and for a more complete description of the terms of the offer, you should read carefully this entire Offer to Purchase and Letter of Transmittal. We have included section references to direct you to a more complete description of the topics in this summary.
SUMMARY TERM SHEET. We are offering to purchase all of the outstanding shares of common stock of Computer Research that we do not already own for $2.42 per share in cash. The following are some of the questions you, as a stockholder of Computer Research, may have and answers to those questions. We urge you to read carefully the remainder of this Offer to Purchase and the Letter of Transmittal because the information in this summary term sheet is not complete. Additional important information is contained in the remainder of this Offer to Purchase and the Letter of Transmittal. -- WHO IS OFFERING TO BUY MY SECURITIES? Our names are CRI Acquisition, Inc. and Rodgxx X. Xxxxx.
SUMMARY TERM SHEET. The Purchasers are offering to purchase any and all of the 1,518,800 outstanding Units for $2.50 per Unit in cash. The following are some of the questions that you, as a Unit holder of the Company, may have and answers to those questions. The information in this summary is not complete and we urge you to carefully read the remainder of this Offer to Purchase and the accompanying Letter of Transmittal.
SUMMARY TERM SHEET. The information contained in this summary term sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the remainder of this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery. You are urged to read carefully this Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery in their entirety. This summary term sheet includes cross-references to other sections of this Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning the Company contained in this summary term sheet and elsewhere in this Offer to Purchase has been provided to Parent and Purchaser by the Company or has been taken from, or is based upon, publicly available documents or records of the Company on file with the Securities and Exchange Commission (the “SEC”) or other public sources at the time of the Offer. Parent and Purchaser have not independently verified the accuracy and completeness of such information. Securities Sought All of the issued and outstanding shares of common stock, par value $0.001 per share, of the Company. Price Offered Per Share $68.00 in cash, without any interest thereon and net of any applicable withholding taxes. Scheduled Expiration of Offer One minute past 11:59 P.M., Eastern Time, on January 22, 2020, unless the Offer is otherwise extended or earlier terminated. Purchaser Thunder Acquisition Corp., a Delaware corporation and a wholly owned indirect subsidiary of Sanofi. Company Board Recommendation The Company Board unanimously recommends that the holders of Shares and tender their Shares to Purchaser pursuant to the Offer. Thunder Acquisition Corp., a Delaware corporation, is offering to purchase any and all of the outstanding Shares at a price per share of $68.00 in cash, without any interest thereon and net of any applicable withholding taxes on the terms and subject to the conditions set forth in this Offer to Purchase. Purchaser is a wholly owned indirect subsidiary of Parent, and was formed solely for the purpose of facilitating the acquisition of the Company. Purchaser has not carried on any activities to date, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the Merger Agreement. Purchaser is a wholly owned direct subsidiary of Aventis, Inc., a Delaware corporation (“Aventis”), and Aventis is ...
