Gleacher & Co. (GLCH) Reports 6M Dutch Tender Offer Gets Impressive Response
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Gleacher & Company, Inc. (Nasdaq: GLCH) reports preliminary results of its modified “Dutch auction” tender offer to purchase up to 6 million shares of its common stock, which expired at 12:00 midnight, New York City time, on November 22, 2011.
Based on a preliminary count by the depositary for the tender offer, a total of 6,696,251 shares of Gleacher common stock were properly tendered and not withdrawn at or below a purchase price of $1.25, including shares that were tendered through notices of guaranteed delivery. Pursuant to the terms of the offer, Gleacher expects that it will elect to purchase an additional 696,251 shares of its common stock (within up to 2% of the outstanding shares of its common stock). Accordingly, based on the preliminary results, Gleacher expects to purchase the 6 million shares offered to purchase, plus an additional 696,251 shares at the clearing price pursuant to its option to increase the size of the offering by up to 2% of the outstanding common stock, at a price of $1.25 per share, for a total cost of $8,370,313.75, excluding fees and expenses relating to the tender offer. These shares represent 5.26% of the shares outstanding as of October 31, 2011. Gleacher anticipates that the tender offer will not be subject to proration.
The number of shares to be purchased and the purchase price per share are preliminary and are subject to verification by the depositary and subject to change for a number of reasons, including if some or all of the shares tendered through notices of guaranteed delivery are not delivered within the applicable three trading day settlement period. The final results of the tender offer will be announced following expiration of the notice of guaranteed delivery period and completion of the confirmation process. Payment for the shares accepted for purchase under the offer, and return of all other shares tendered and not purchased, will occur promptly.
Gleacher is authorized to repurchase additional shares of its common stock from time to time pursuant to the stock repurchase program authorized by the Board of Directors of Gleacher. Gleacher’s stock repurchase program may be modified or terminated by Gleacher’s Board of Directors at any time. Pursuant to Rule 13e-4(f) of the Securities Exchange Act of 1934, as amended, no additional repurchases by Gleacher of shares of its common stock may be made prior to December 8, 2011.
Based on a preliminary count by the depositary for the tender offer, a total of 6,696,251 shares of Gleacher common stock were properly tendered and not withdrawn at or below a purchase price of $1.25, including shares that were tendered through notices of guaranteed delivery. Pursuant to the terms of the offer, Gleacher expects that it will elect to purchase an additional 696,251 shares of its common stock (within up to 2% of the outstanding shares of its common stock). Accordingly, based on the preliminary results, Gleacher expects to purchase the 6 million shares offered to purchase, plus an additional 696,251 shares at the clearing price pursuant to its option to increase the size of the offering by up to 2% of the outstanding common stock, at a price of $1.25 per share, for a total cost of $8,370,313.75, excluding fees and expenses relating to the tender offer. These shares represent 5.26% of the shares outstanding as of October 31, 2011. Gleacher anticipates that the tender offer will not be subject to proration.
The number of shares to be purchased and the purchase price per share are preliminary and are subject to verification by the depositary and subject to change for a number of reasons, including if some or all of the shares tendered through notices of guaranteed delivery are not delivered within the applicable three trading day settlement period. The final results of the tender offer will be announced following expiration of the notice of guaranteed delivery period and completion of the confirmation process. Payment for the shares accepted for purchase under the offer, and return of all other shares tendered and not purchased, will occur promptly.
Gleacher is authorized to repurchase additional shares of its common stock from time to time pursuant to the stock repurchase program authorized by the Board of Directors of Gleacher. Gleacher’s stock repurchase program may be modified or terminated by Gleacher’s Board of Directors at any time. Pursuant to Rule 13e-4(f) of the Securities Exchange Act of 1934, as amended, no additional repurchases by Gleacher of shares of its common stock may be made prior to December 8, 2011.
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