Odd lot defined as 100 shares or less.
The Purchase Price is $20.50 per Common Share, net to the tendering shareholders in cash, less any applicable withholding taxes and without interest. If 1,707,317 or fewer Common Shares are properly tendered and not properly withdrawn, we will buy all Common Shares properly tendered and not properly withdrawn. All Common Shares purchased pursuant to the Offer will be purchased at the same Purchase Price. However, because of the “odd lot” priority and proration provisions described in this Offer to Purchase, all of the Common Shares tendered may not be purchased if more than 1,707,317 Common Shares are properly tendered and not properly withdrawn.
If the Offer is fully subscribed, we will purchase 1,707,317 Common Shares, which would represent approximately 5.28% of the issued and outstanding Common Shares as of immediately after the listing of the Common Shares on the NASDAQ on June 4, 2014. See Section 1.
The Offer is not conditioned upon the receipt of financing or any minimum number of Common Shares being tendered. The Offer is, however, subject to a number of other terms and conditions.
We will use cash on hand and borrowings under our existing revolving credit facilities to purchase Common Shares in the Offer and to pay all related fees and expenses.