Securities Sought. All of the outstanding shares of common stock, par value $0.001 per share, of Exa. Offer Price Per Share: $24.25 payable net to the holder thereof in cash, without interest, subject to any withholding of taxes required by applicable law. Scheduled Expiration of the Offer: 5:00 P.M., New York City time (the "Expiration Time"), on November 9, 2017 (the "Expiration Date," unless the Offer is extended pursuant to and in accordance with the terms of the Merger Agreement, in which event "Expiration Date" will mean the latest time and date at which the Offer, as so extended, will expire). Purchaser: 3DS Acquisition 3 Corp., a direct wholly owned subsidiary of Parent.
Securities Sought. All outstanding shares of common stock, par value $0.001 per share, of BladeLogic, Inc. Price Offered Per Share: $28.00 net to you in cash, without interest but subject to any applicable tax withholding. Scheduled Expiration of Offer: 12:00 midnight, Boston, Massachusetts time, on Thursday, April 17, 2008, unless extended The Purchaser: Bengal Acquisition Corporation, a wholly owned subsidiary of BMC BladeLogic Board Recommendation: BladeLogic’s board of directors has unanimously recommended that you accept the Offer and tender your Shares The following are some of the questions you, as a stockholder of BladeLogic, may have and our 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 is not complete. Additional important information is contained in the remainder of this Offer to Purchase and in the Letter of Transmittal. In this Offer to Purchase, unless the context otherwise requires, the terms “we”, “our” and “us” refer to the Purchaser. Our name is Bengal Acquisition Corporation. We are a Delaware corporation and a wholly owned subsidiary of BMC. We were formed for the purpose of acquiring all of the Shares. See the “Introduction” to this Offer to Purchase and Section 9 — “Certain Information Concerning BMC and the Purchaser.” We are offering to purchase all of the issued and outstanding shares of common stock, par value $0.001 per share, of BladeLogic. See the “Introduction” to this Offer to Purchase and Section 1 — “Terms of the Offer.” We are offering to pay $28.00, net to you in cash, without interest but subject to any applicable tax withholding, for each Share tendered and accepted for payment in the Offer. The Offer is being made pursuant to the Merger Agreement with BladeLogic. BladeLogic’s board of directors has unanimously: (i) determined that each of the transactions contemplated in the Merger Agreement, including the Offer and the merger of us with and into BladeLogic, is advisable and in the best interests of BladeLogic and its stockholders; (ii) approved the Offer and the Merger in accordance with the DGCL; and (iii) approved the Merger Agreement and recommended that you accept the Offer and tender your Shares. See the “Introduction” to this Offer to Purchase and Section 11 — “Background of the Offer; Past Contacts, Negotiations and Transactions.” Yes. Dxx Xxxxxxxxxx, Vxxxx Xxxxxxx, Jxxx X. Xxxxx, Xx., Jxxx XxXxxxx, Sxxxxx X. ...
Securities Sought. All of the outstanding shares of common stock, par value $0.01 per share (the "Facet Common Stock"), including the associated preferred stock purchase rights (together with the Facet Common Stock, the "Shares"), of Facet Biotech Corporation ("Facet"). Offer Price Per Share: $27.00 in cash (the "Offer Price"), without interest thereon and subject to any required withholding taxes. Scheduled Expiration of the Offer: 12:00 midnight, New York City time, on Monday, April 19, 2010 (the end of the day Monday). The Purchaser: Amber Acquisition Inc. (the "Purchaser"), a wholly-owned subsidiary of Xxxxxx Laboratories ("Abbott"). Minimum Condition: The number of Shares validly tendered and not properly withdrawn prior to the expiration of the Offer, together with the number of Shares then directly or indirectly owned by Abbott or the Purchaser, must represent at least a majority of all outstanding voting securities of Facet (determined on a fully diluted basis).
Examples of Securities Sought in a sentence
Securities Sought All of the outstanding common stock, par value $0.0001 per share, of Hyperion.
But many courts have upheld the term against vagueness challenges.
Securities Sought All outstanding shares of ordinary stock, no par value per share (the “Ordinary Shares”) of Gentium S.p.A., a società per azioni incorporated in Italy (the “Company”), and all outstanding American Depositary Shares (the “ADSs”), each representing one Ordinary Share and evidenced by an American Depositary Receipt (“ADR”), of the Company.
Securities Sought State the class and number of securities that are the subject of the take-over bid and a description of the rights of the holders of any other class of securities that have a right to participate in the offer.
Securities Sought Subject to certain conditions, including the satisfaction of the Minimum Tender Condition, as described below, all of the issued and outstanding shares of common stock, par value $0.0001 per share, of ARMO.
More Definitions of Securities Sought
Securities Sought. All issued and outstanding shares of Common Stock, no par value, of X.X. Xxxxx Arts & Crafts, Inc., a Pennsylvania corporation. Price Offered Per Share: $1.60 in cash, without interest and less any required withholding taxes. Scheduled Expiration of Offer: 12:00 midnight, New York City time, at the end of Wednesday, November 16, 2011 unless the Offer is otherwise extended or earlier terminated. Purchaser: Sbar’s Acquisition Corporation, a Pennsylvania corporation and wholly owned subsidiary of Xxxxxx Crafts LLC, a Delaware limited liability company. We are Sbar’s Acquisition Corporation, a Pennsylvania corporation formed for the purpose of making this Offer. We are a wholly owned subsidiary of Xxxxxx Xxxxxx LLC, a Delaware limited liability company, also formed for the purpose of acquiring X.X. Xxxxx Arts & Crafts, Inc. Sbar’s Acquisition Corporation and Xxxxxx Xxxxxx LLC are each controlled by Xxxxxx “Xxxx” Xxxxxxx. Xx. Xxxxxxx also controls Sbar’s, Inc. (“Sbar’s”), a New Jersey corporation and distributor of arts and crafts merchandise. According to the Company, Sbar’s is the Company’s largest arts and crafts merchandise vendor, supplying product across many merchandise categories for retail sale in the Company’s store locations. Unless the context indicates otherwise, in this summary term sheet and elsewhere in this Offer to Purchase, we use the terms “us,” “we” and “our” to refer to Sbar’s Acquisition Corporation and, where appropriate, Xxxxxx Xxxxxx LLC. We use the term “Parent” to refer to Xxxxxx Xxxxxx LLC alone, the term the “Purchaser” to refer to Sbar’s Acquisition Corporation alone, and the term the “Company” to refer to X.X. Xxxxx Arts & Crafts, Inc., a Pennsylvania corporation. See “Introduction” and Section 9 — “Certain Information Concerning Parent and Purchaser” in this Offer to Purchase for more information. We are offering to purchase all of the outstanding shares of Common Stock, no par value, of the Company on the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal. Unless the context otherwise requires, in this summary term sheet and elsewhere in this Offer to Purchase we use the term “Shares” to refer to each share of the Company’s Common Stock, no par value. For more information, see “Introduction” and Section 1 — “Terms of the Offer” in this Offer to Purchase.
Securities Sought. All outstanding common shares, par value $0.01 per share (the “Shares”), of Somanetics Corporation Price Offered Per Share: $25.00 per Share in cash, without interest, less applicable withholding taxes Scheduled Expiration Date: 12:01 a.m. New York City time on Tuesday, July 27, 2010
Securities Sought. All of the outstanding shares of common stock, par value $0.01 per share, of Vital Images.
Securities Sought. All outstanding common stock of Boron, XxXxxx & Associates, Inc. Price Offered Per Share: $16.00 Scheduled Expiration Date: June 24, 2002 Purchaser: Garden Merger Corp., a wholly owned subsidiary of Cardinal Health, Inc. Minimum Condition: 7,942,530 shares, representing approximately 50.1% of the outstanding shares on a fully diluted basis BLP Board Recommendation: BLP’s Board of Directors recommends tendering into the Offer · Cardinal Health, Inc., an Ohio corporation (“Cardinal”), through its wholly owned subsidiary, is offering to buy all outstanding common stock of Boron, XxXxxx & Associates, Inc., a Delaware corporation (“BLP”). The tender price is $16.00 per share in cash. · The offer is the first step in Cardinal’s plan to acquire all outstanding BLP shares, as provided in Cardinal’s merger agreement with BLP. If the offer is successful, Cardinal, through its wholly owned subsidiary, will acquire any remaining BLP shares in a later merger for $16.00 per share in cash. The BLP stockholders will have appraisal rights in the merger, but not in the offer. · The initial offering period of the offer will expire at 12:00 midnight, New York City time, on Monday, June 24, 2002, unless we extend the offer. We may, without the consent of BLP, elect to provide a “subsequent offering period.” A subsequent offering period, if one is provided, will be an additional period of not less than three and no more than 20 business days beginning after we have purchased BLP shares tendered during the offer. · If we decide to extend the offer, we will issue a press release giving the new expiration date no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled expiration date of the offer. · The Board of Directors of BLP unanimously · approved the merger agreement, and deemed the merger agreement, the offer, the merger and the transactions contemplated by the merger agreement advisable, fair to and in the best interests of the BLP stockholders, · approved the merger agreement and the transactions contemplated by the merger agreement, including the offer and the merger, in all respects, and · recommends that the BLP stockholders accept the offer and tender their BLP shares under the offer to Subcorp. We are not required to complete the offer, unless: · we receive United States federal antitrust clearance, and · at least 7,942,530 BLP shares (taken together with any other BLP shares, directly or indirectly, owned by us) are validly ...
Securities Sought. All outstanding shares of common stock, par value $0.001 per share (the "Shares"), of Javelin Pharmaceuticals, Inc. (the "Company") Consideration Offered Per Share: $2.20 per Share (the "Offer Price"), net to the seller in cash, without interest and less any required withholding taxes Scheduled Expiration Time: 12:00 midnight, New York City time, on Tuesday, May 18, 2010 Purchaser: Discus Acquisition Corporation (the "Purchaser"), a wholly-owned subsidiary of Hospira, Inc. (the "Parent") Minimum Tender Condition: The Offer (as defined below) is conditioned on the majority of the Shares being tendered and not properly withdrawn (referred to as the "Minimum Tender Condition" as further described in Section 15—"Certain Conditions of the Offer") Company Board of Directors' Recommendation: The Company's board of directors (the "Company Board") recommends that the Company's stockholders tender their Shares in the Offer and, if necessary, adopt the Merger Agreement (as defined below) and approve the Merger (as defined below)
Securities Sought. All outstanding shares of common stock, par value $0.001 per share (the “Shares”), of Power Medical Interventions, Inc.
Securities Sought. All outstanding shares of common stock, par value $0.01 per share (the “Shares”), of Aspect Medical Systems, Inc. Price Offered Per Share: $12.00 per Share in cash, without interest, less applicable withholding and transfer taxes Scheduled Expiration Date: 12:00 midnight, New York City time, at the end of November 5, 2009 Purchaser: Transformer Delaware Corp., a direct wholly owned subsidiary of United States Surgical Corporation