Offer to Purchase Stock by Corporation
Offer to purchase common stock of (Name of Corporation), a Corporation organized
and existing under the laws of (name of state), hereinafter called the Corporation,
made (date), by (Name of Offeror), a Corporation organized and existing under the laws
of (name of state), hereinafter called the Offeror. This offer is announced at the
business office of Offeror at (street address, city, state, zip code), on (date), and shall
expire on (date), unless extended in writing.
Offeror offers to purchase shares of common stock of the Corporation at $_________
per share net of brokerage commissions and transfer taxes, in cash, subject to the
following representations, terms, and conditions:
1. The closing price of the common stock of (Name of Corporation) on the (Name)
on (date), the last trading day before the announcement of this offer, was $_________.
2. Offeror will purchase on (date), all shares tendered before (time) on that date, up
to (number) shares. If more than that number are tendered, Offeror may elect to
purchase any or all of the excess. If it elects to take less than all shares tendered,
Offeror will purchase tendered shares on a pro rata basis, will give prompt notice of the
pro rata portion to be purchased, and will return the unpurchased balance as soon as
3. Payment for all shares purchased will be made as soon as practicable after the
purchases are made. Tenders may be withdrawn before (time) on (date). Subsequently
they will be irrevocable.
4. The stockholders of (Name of Corporation) who wish to tender their shares must
fill out and execute the letter of transmittal referred to below, which must either be
accompanied by the stock certificates or contain the guarantee (in the space provided in
the letter of transmittal) of a commercial bank, trust company, or member of a national
securities exchange that the certificates will be deposited within (number) business days
after notice of purchase has been given by Offeror. The letter of transmittal so executed
(and any accompanying stock certificates) must then be transmitted to the tender agent
or one of the forwarding agents named below. The tender will be deemed to have been
made when the tender agent or a forwarding agent receives either the letter of
transmittal or a letter from a commercial bank, trust company, or member of a national
securities exchange stating that the letter of transmittal has been deposited with it and
will be forwarded promptly. The letter must set forth the name of the tendering
stockholder, the number of shares tendered, and the serial number of the certificates
evidencing the shares.
5. (Name of dealer-manager) is acting as dealer-manager in connection with this
offer, and Offeror will pay them the reasonable and customary fees for such services. In
addition, members of national securities exchanges who solicit tenders will be allowed a
commission (payable by Offeror) of $_____________ per share purchased under this
offer if their names appear on the letter of transmittal.
6. The tender agent is: (name) of (street address, city, state, zip code).
7. The forwarding agents are: (name) of (street address, city, state, zip code), and
(name) of (street address, city, state, zip code).
8. Additional information as to Offeror is set forth below. Offeror reserves the right
to waive any terms or conditions of this offer or any defect in tenders.
9. Holders of the common stock (Name of Corporation) desiring to tender their