Geeknet Dutch Auction Tender Offer

Posted on July 8, 2013 by admin
  • Company: Geeknet Inc
  • Ticker: GKNT
  • Market Cap: 92M
  • Size of Action: 6% of outstanding stock
  • Type of Transaction: Tender offer with odd lot provision (Dutch Auction)
  • Current Price: $13.99 (very illiquid and large bid/ask spread)
  • Exchange Price: Between $12 and $14
  • Potential Gain (%):  Currently 0%
  • Expiration: Midnight July 15, 2013
  • Tender Limit (Shares): 99 to avoid proration
  • Max Investment ($):  $1,385
  • Max Gain ($): NA
  • Sec Filing: http://www.sec.gov/Archives/edgar/data/1096199/000119312513260552/d554435dex99a1i.htm
  • Summary:  We are conducting an offer by means of a modified “Dutch auction” to purchase for cash, upon the terms and subject to the conditions of the tender offer, up to 400,000 shares of our common stock pursuant to auction tenders at prices specified by the tendering stockholders of not less than $12.00 and not more than $14.00 per share, less any applicable withholding taxes and without interest, for each share of common stock we purchase pursuant to the tender offer. We will determine the Purchase Price as promptly as practicable after the tender offer expires. We will select the lowest purchase price, not less than $12.00 and not more than $14.00 per share, that will allow us to purchase 400,000 shares, or such lesser number of shares properly tendered and not properly withdrawn. All shares purchased will be purchased at this price. We will not offer, and we will not pay, different prices to different stockholders in the tender offer. See Section 1.If you wish to maximize the chance that your shares will be purchased in the offer, you should check the box in the section of the Letter of Transmittal captioned “Shares Tendered at Price Determined Pursuant to the Tender Offer.” Note that this election will mean that your shares will be deemed to be tendered at the minimum price of $12.00 per share. You should understand that this election may lower the purchase price and could result in your shares being purchased at the minimum price of $12.00 per share.
  • Odd Lots:  first, from all stockholders of “odd lots” (persons who own less than 100 shares) who properly tender all of their shares and do not properly withdraw them before the expiration of the tender offer.
  • Notes:  Currently unprofitable.
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