If I decide not to tender, how will the Offer affect my Shares?
If the Offer is consummated and certain other conditions are satisfied, Purchaser will merge with
and into Astex and all of the then outstanding Shares (other than Shares held (1) by Astex, Parent or
Purchaser or any other direct or indirect wholly owned subsidiary of Astex or Parent, which Shares will
be canceled and extinguished, or (2) by stockholders who validly exercise appraisal rights under
Delaware law with respect to such Shares) will be canceled and converted into the right to receive
$8.50 or any greater per Share price paid in the Offer, without interest and less any applicable
withholding taxes. If we accept and purchase Shares in the Offer, we anticipate consummating the
Merger as soon as practicable without a vote of or any other action of any other stockholders of Astex,
pursuant to 251(h) of the DGCL.
See Section 11—‘‘The Merger Agreement; Other Agreements.’’
If the Merger is consummated, Astex’s stockholders who do not tender their Shares in the Offer
will, unless they validly exercise appraisal rights (as described below), receive the same amount of cash
per Share that they would have received had they tendered their Shares in the Offer. Therefore, if the
Offer and the Merger are completed, the only differences to you between tendering your Shares and
not tendering your Shares in the Offer are that (1) you will be paid earlier if you tender your Shares in
the Offer and (2) appraisal rights will not be available to you if you tender Shares in the Offer but will
be available to you in the Merger. See Section 17—‘‘Appraisal Rights.’’ However, if the Offer is
consummated but the Merger is not consummated, the number of Astex’s stockholders and the number
of Shares that are still in the hands of the public may be so small that there will no longer be an active
public trading market (or, possibly, there may not be any public trading market) for the Shares, and the
Shares that remain outstanding after the Offer may no longer be eligible to be traded thro
That is correct we all have until October 10th to Voluntarily tender our shares.
Since is a “voluntarily” action you can choose to comply or not. If you believe that $8.50 is a fair price the go ahead and tender. If you believe that the offer is not fair and the offer should be higher than hold.
Now, let’s say that the buyer can not garner enough shares; well they are in a disadvantage, so they would have to abandon their effort or offer more for the remaining shares.
Also, others may be interested in the company.
Good post, think. This is what I am holding out for. While I don't like the trading of the last couple days, the stock continues to trade above the tender price. I still think that is a good sign. Let Otsuka and ASTX announce that the tender has resulted in a merger. At that time I can accept $8.50 for my shares or go into neverland. At that time I will take the $8.50 but I know the shares are worth more.
The point of capitalism Is that a thing is worth what someone will pay and not a penny more.