EFFECTS OF THE OFFER. Effect on Trading Market; Registration Under Section 12(g)
EFFECTS OF THE OFFER. Effect on Trading Market; Registration Under Section 12(g) of the Exchange Act. If a substantial number of Units are purchased pursuant to the Offer, the result will be a reduction in the number of Limited Partners. In the case of certain kinds of equity securities, a reduction in the number of security-holders might be expected to result in a reduction in the liquidity and volume of activity in the trading market for the security. In this case, however, there is no established public trading market for the Units and, therefore, the Purchaser (which is an affiliate of the General Partner) does not believe a reduction in the number of Limited Partners will materially further restrict the Limited Partners' ability to find purchasers for their Units through secondary market transactions. See Section 13 for certain limited information regarding recent secondary market sales of the Units. The Units are registered under Section 12(g) of the Exchange Act, which means, among other things, that the Partnership is required to file periodic reports with the Commission and to comply with the Commission's proxy rules. The Purchaser (which is an affiliate of the General Partner) does not expect or intend that consummation of the Offer will cause the Units to cease to be registered under Section 12(g) of the Exchange Act. If the Units were to be held by fewer than 300 persons, the Partnership could apply to de-register the Units under the Exchange Act. Because the Units are widely held, however, the Purchaser (which is an affiliate of the General Partner) believes that, even if it purchases the maximum number of Units in the Offer, after that purchase the Units will be held of record by more than 300 persons. Control of Limited Partner Voting Decisions by Purchaser; Effect of Relationship with General Partner . The Purchaser (which is an affiliate of the General Partner) will seek to be admitted to the Partnership as a substituted Limited Partner upon consummation of the Offer and, if admitted, will have the right to vote each Unit purchased pursuant to the Offer. Even if the Purchaser (which is an affiliate of the General Partner) is not admitted to the Partnership as a substituted Limited Partner, however, the Purchaser nonetheless will have the right to vote each Unit purchased in the Offer pursuant to the irrevocable appointment by tendering Limited Partners of the Purchaser and its managers and designees as proxies with respect to the Units tendered by such Limited ...
EFFECTS OF THE OFFER. Because the general partner of your partnership is our subsidiary, we have control over the management of your partnership. We also own the company that currently manages the residential property owned by your partnership. In addition, we and our affiliates own 9,924 units, or 52.75%, of the outstanding limited partnership units of your partnership. Because we and our affiliates own a majority of the outstanding units and control your partnership's general partner, we control the outcome of most voting decisions with respect to your partnership. Even if we acquire a lesser number of units pursuant to this offer, we will be able to significantly influence the outcome of most voting decisions with respect to your partnership. In general, we will vote the units owned by us in whatever manner we deem to be in our best interests, which may not be in the interest of other limited partners. This could (1) prevent non-tendering limited partners from taking action that they desire but that we oppose and (2) enable us to take action desired by us but opposed by non-tendering limited partners. We are also affiliated with the company that currently manages, and has managed for some time, the property owned by your partnership. If we acquire a substantial number of units pursuant to this offer, removal of the property manager may become more difficult or impossible.
EFFECTS OF THE OFFER for a detailed discussion of the consequences that result from remaining a continuing stockholder of the Company. See also "The Offer - 1.
EFFECTS OF THE OFFER. Because the general partner of your partnership is our subsidiary, we have control over the management of your partnership. We also own the company that currently manages the residential property owned by your partnership. In addition, we and our affiliates own 13,008 units, or 64.47%, of the outstanding limited partnership units of your partnership. Because we and our affiliates own a majority of the outstanding units and control your partnership's general partner, we control the outcome of most voting decisions with respect to your partnership. Even if we acquire a lesser number of units pursuant to this offer, we will be able to significantly influence the outcome of most voting decisions with respect to your partnership. In general, we will vote the units owned by us in whatever manner we deem to be in our best interests, which may not be in the interest of other limited partners. This could (1) prevent non-tendering limited partners from taking action that they desire but that we oppose and (2) enable us to take action desired by us but opposed by non-tendering limited partners. We are also affiliated with the company that currently manages, and has managed for some time, the property owned by your partnership. If we acquire a substantial number of units pursuant to this offer, removal of the property manager may become more difficult or impossible. DISTRIBUTIONS TO US. If we acquire units in the offer, we will participate in any subsequent distributions to limited partners to the extent of the units purchased. PARTNERSHIP STATUS. We believe our purchase of units in accordance with the terms of our offer should not adversely affect the issue of whether your partnership is classified as a partnership for federal income tax purposes. BUSINESS. Our offer will not affect the operation of the property owned by your partnership. We will continue to control the general partner of your partnership and the residential property manager, both of which will remain the same. Consummation of the offer will not affect your agreement of limited partnership, the operations of your partnership, the business and properties owned by your partnership or any other matter relating to your partnership, except it would result in us increasing our ownership of units. We have no current intention of changing the fee structure for your general partner or the manager of your partnership's residential property.
EFFECTS OF THE OFFER. If the Offer is completed, in accordance with the terms of the Merger Agreement, Celgene will cause Purchaser to be merged with and into Juno, with Juno continuing as the Surviving Corporation and a wholly-owned subsidiary of Celgene. At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than Company-Owned Shares, Celgene-Owned Shares and Dissenting Shares) will, without any further action on the part of the holder of such Share, be converted into the right to receive the Merger Consideration, payable to the holder thereof upon surrender of the certificate formerly representing, or book-entry transfer of, such Share.
EFFECTS OF THE OFFER. Limitations on Resales The Limited Partnership Agreement prohibits transfers of Units if a transfer, when considered with all other transfers during the same applicable twelve-month period, would cause a termination of the Partnership for federal or any applicable state income tax purposes This provision may limit sales of Units in the secondary market and in private transactions for the twelve-month period following completion of the Offer. The General Partner has advised the Purchaser that the Partnership will not process any requests for recognition of substitution of Limited Partners upon a transfer of Units during such twelve-month period which the General Partner believes may cause a tax termination in contravention of the Limited Partnership Agreement. In determining the number of Units for which the Offer is made (representing approximately 30% of the outstanding Units if 25,000 Units are tendered), the Purchaser (which is an affiliate of the General Partner) took this restriction into account so as to permit normal historical levels of transfers to occur following the transfers of Units pursuant to the Offer without violating this restriction.
EFFECTS OF THE OFFER. ON THE MARKET FOR SHARES; REGISTRATION UNDER THE EXCHANGE ACT The Company's purchase of shares pursuant to the offer will reduce the number of shares that might otherwise trade publicly and is likely to reduce the number of shareholders. Nonetheless, the Company anticipates that there will be a sufficient number of shares outstanding and publicly traded following consummation of the offer to ensure a continued trading market for the shares. According to published guidelines, the AMEX will consider delisting the common stock of a company if (i) the number of shares publicly held by shareholders other than insiders is less than 200,000, (ii) the total number of public shareholders is less than 300, or (iii) the aggregate market value of publicly held shares is less than $1,000,000. Based upon these guidelines, the Company does not believe that its purchase of shares pursuant to the offer will cause its remaining shares to be delisted from the AMEX. The shares are currently margin securities under the rules of the Federal Reserve Board. This has the effect, among other things, of allowing brokers to extend credit to their customers using the shares as collateral. The Company believes that, following the purchase of shares pursuant to the offer, the shares will continue to be margin securities for purposes of the Federal Reserve Board's margin regulations. The shares are registered under the Exchange Act, which requires, among other things, that the Company furnish information to its shareholders and to the SEC and comply with the SEC's proxy rules in connection with meetings of the Company's shareholders. The Company believes that its purchase of shares pursuant to the offer will not result in the shares becoming eligible for deregistration under the Exchange Act.
EFFECTS OF THE OFFER for a discussion of the benefits associated with becoming a deregistered company. On September 21, 2004 Capital Resources made a presentation to the Board which focused on the work Capital Resources performed to establish a proposed recommended price range for a potential issuer tender offer. This recommended price range was $29.50 to $31.50 per share. Capital Resources described its various valuation methodologies and the implied valuation of the Company's stock under each valuation methodology. Capital Resources utilized this information to perform the following valuation analyses: comparable trading analysis, discounted cash flow analysis and modified Dutch auction analysis. In these analyses Capital Resources formed a peer or comparison group. Capital Resources then calculated the implied value of the Company's stock based on its financial performance and the average multiple to both tangible book value and earnings of the identified peer group. In addition, Capital Resources presented a financial analysis of the Company including the financial impact of the proposed offer on the Company, potential price ranges for the offer and the effect of the offer on the shares of common stock held by remaining stockholders. The Board was also advised that stockholders who chose not to tender their shares would then hold a stock with extremely limited liquidity. The lack of liquidity could adversely effect the stockholder's ability to receive a fair value for their shares should they decide to sell their shares after completion of the offer. Capital Resources advised the Board that these results are merely estimates and actual results could vary significantly from such estimates. The Board adjourned this meeting to further consider the preliminary valuation information presented by Capital Resources and to consider further the proposed offer. At a Board of Directors meeting held on September 27, 2004, Capital Resources stated that it was now prepared to render its opinion that the offer (based on the range it recommended) was fair from a financial point of view to our stockholders. The proposed offer with a price range of $29.50 to $31.50 was then presented to the Board. The Board reviewed the opinion of Capital Resources, and the terms of the offer, and determined to approve the offer as fair and in the best interests of us and our stockholders. The Board of Directors, by unanimous vote, determined to accept Capital Resources's recommended pricing and, following ...
EFFECTS OF THE OFFER. As we described above, this offer will reduce the number of issued and outstanding shares of common stock of Wells Financial. Accordingxx, if you do not tender, upon the completion of the offer, non-tendering stockholders will realize a proportionate increase in their relative ownership interest in Wells Financial, and thus, xx xur future earnings and assets, subject to our right to issue additional shares of common stock and other equity securities in the future. The percentage ownership interest of non- tendering stockholders in Wells Financial after the oxxxx will be greater than their percentage ownership interest before the offer. Of course, we may issue additional shares of common stock and other securities at any time, and these issuances will reduce your percentage ownership interest. As we discuss below, we also may purchase more of our stock, which would have the effect of increasing your percentage ownership interest. Consummation of the offer will permit the continuing stockholders to receive the benefits that result from ownership of all, or a significant amount, of the equity interest in us. Such benefits include management and investment discretion with regard to the future conduct of our business and the benefits of the profits generated by operations and increases, if any, in our value. The continuing stockholders will also bear the risk of any decrease in the value of Wells Financial following txx xxfer. Assuming enough record holders tender their shares, thereby reducing our record holders to below 300, then we intend to terminate the registration of our common stock under the Exchange Act at the completion of the offer which will no longer permit us to be traded and quoted on the Nasdaq National Market. As a result, the equity securities of Wells Financial outstandinx xxter the offer will not be admitted to trading or quotation on any national securities exchange or association, there will be limited trading information and market liquidity regarding such securities, and we will no longer file periodic reports with the SEC. Becoming a deregistered company will eliminate the substantial time and costs, both general and administrative, attendant to maintaining our status as a reporting company under the Exchange Act, especially in light of the heightened compliance and disclosure requirements attributable to the passage of Sarbanes-Oxley. In additiox xx xxxxxxxxx the time of our management, we incur significant legal, accounting and other...
