Harmonic Dutch Auction Tender with Odd Lots provision (Completed)

Posted on May 24, 2013 by admin
  • Company: Harmonic Inc
  • Ticker: NASDAQ:HLIT
  • Market Cap: 693M
  • Size of Action: 16mil shares or 14% of outstanding shares
  • Type of Transaction: Dutch Auction Tender
  • Current Price: $6.07
  • Tender Price: Between $5.75-$6.25. $6.25 tender offer is likely.
  • Potential Gain (%): 3% based on $6.25 tender offer.
  • Expiration: 5pm May 24, 2013.
  • Tender Limit (Shares): 99
  • Max Investment ($): $600.93
  • Max Gain ($): $17.82
  • Sec Filing: Link 1
  • Link 2
  • Summary: On the terms and subject to the conditions of the Offer, the Company will determine a single per share price, not greater than $6.25 nor less than $5.75 per share, net to the seller in cash, less any applicable withholding taxes and without interest, that it will pay for shares properly tendered and not properly withdrawn in the Offer, taking into account the total number of shares tendered and the prices specified by tendering stockholders. After the Offer expires, the Company will look at the prices chosen by stockholders for all of the shares properly tendered. The Company will then select the lowest purchase price (in multiples of $0.05) within the price range specified above that will allow it to purchase 16,000,000 shares. If fewer than 16,000,000 shares are properly tendered, the Company will select the price that will allow it to purchase all the shares that are properly tendered and not properly withdrawn.
  • Source of Funds: Assuming that 16,000,000 shares are purchased in the Offer at the maximum purchase price of $6.25 per share, the aggregate purchase price will be approximately $100 million. We anticipate that we will pay for the shares tendered in the Offer, as well as paying related fees and expenses, from our cash, cash equivalents and short-term investments.
  • Odd Lots:  On the terms and subject to the conditions of the Offer, if at the expiration of the Offer more than 16,000,000 shares (or such greater number of shares as the Company may elect to purchase, subject to applicable law) are properly tendered at or below the purchase price, the Company will buy shares first, from all stockholders who own beneficially or of record, an aggregate of fewer than 100 shares (an “Odd Lot Holder”), and who properly tender all their shares at or below the purchase price selected by the Company.
  • Results: Harmonic expects to accept for payment an aggregate of 12,043,452 shares of its common stock at a purchase price of $6.25 per share. These shares represent approximately 10.6 percent of the shares issued and outstanding. http://www.4-traders.com/HARMONIC-INC-9556/news/Harmonic-Inc-Harmonic-Inc-Announces-Preliminary-Results-of-its-Tender-Offer-16911030/
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