Auction Blog

KAR Auction Services, Inc. (the “Company”) today announced the final results of its previously announced cash tender offer (as defined in the Offer to Purchase dated November 30, 2009, as amended by the Press Release dated December 18, 2009, the “Tender Offer”) for its 10% Senior Subordinated Notes due 2015 (CUSIP No. 48238QAF2) (the […]

KAR Auction Services Announces Final Results of Tender Offer for a Portion of Its Debt

Cell Therapeutics, Inc. (the “Company” or “CTI”) today announced that it has amended and restated its “Modified Dutch Auction” tender offer to a fixed price tender offer for any and all of the approximately $118.9 million outstanding principal amount of five series of its convertible notes (the “Notes”). In addition, rather than a single offer for a combined aggregate principal amount of Notes, the Company is now offering to exchange, in separate concurrent offers as set forth below (each, an “Exchange Offer” and together, the “Exchange Offers”), shares of Common Stock and cash for any and all of its:

(i) $55,150,000 aggregate outstanding principal amount of 4% Convertible Senior Subordinated Notes due 2010; (ii) $23,000,000 aggregate outstanding principal amount of 5.75% Convertible Senior Notes due 2011; (iii) $7,000,000 aggregate outstanding principal amount of 6.75% Convertible Senior Notes due 2010; (iv) $33,458,000 aggregate outstanding principal amount of 7.5% Convertible Senior Notes due 2011; and (v) $335,000 aggregate outstanding principal amount of 9.0% Convertible Senior Notes due 2012.

Under the Exchange Offers, CTI is offering to exchange (i) $134.50 cash, and (ii) 458 shares of its Common Stock for each $1,000 principal amount of Notes validly tendered and not withdrawn in each Exchange Offer (the “Exchange Consideration”). The Exchange Consideration will be the same for each Exchange Offer. Accrued and unpaid interest to, but excluding, the settlement date on Notes validly tendered and not withdrawn in the Exchange Offers will be paid in cash.

As a result of the amendment and restatement, the Exchange Offers have been extended and will now expire at 5:00 p.m., New York City time, on Tuesday, June 16, 2009, unless the Exchange Offers are further extended. Tendered Notes may be withdrawn at any time on or prior to the expiration date of the Exchange Offers.

As of June 1, 2009, approximately $118.9 million aggregate principal amount of the Notes was outstanding. The Exchange Offers are conditioned upon the satisfaction of certain terms and conditions described in the Company’s Amended and Restated Offer to Exchange, dated June 2, 2009, the related Amended and Restated Letter of Transmittal, and other related offer materials (which collectively, as may be amended, restated, supplemented, or otherwise modified from time to time, constitute the “Exchange Offer Documents”), which have been or will be delivered to holders of the Notes.

CTI is conducting the Exchange Offers in order to reduce the principal amount of its outstanding indebtedness. CTI believes that reducing its outstanding indebtedness is necessary in order for its business to operate in light of its current asset base and revenue prospects.

The financial advisor for the Exchange Offers is Piper Jaffray & Co., the information agent for the Exchange Offers is Georgeson Inc. and the depositary for the Exchange Offers is U.S. Bank National Association.

About CTI, Inc.

Headquartered in Seattle, CTI is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. For additional information, please visit www.CellTherapeutics.com.

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Cell Therapeutics Amends and Restates Its Modified Dutch Auction Tender Offer

Rede Energia S.A., a Brazilian electricity holding company (”Rede”), announced today that it has commenced a cash tender offer (the “Tender Offer”) to purchase the maximum aggregate principal amount of its outstanding 11.125% Perpetual Notes (CUSIP No. 75734PAA7 and ISIN No. USP8001VAD84) (the “Notes”) that it can purchase for the U.S. dollar equivalent of R$300,000,000, calculated as provided below (the “Maximum Payment Amount”), at a purchase price per US$1,000 principal amount to be determined in accordance with a modified “Dutch Auction” procedure, on the terms and subject to the conditions set forth in its Offer to Purchase dated June 1, 2009 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer Documents”).

The Tender Offer will expire at 12:00 midnight, New York City time, on Friday, June 26, 2009, unless extended or earlier terminated by Rede (such time and date, as the same may be extended, the “Expiration Date”).

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Rede Energia S.A. Announces Modified Dutch Auction Tender Offer

Tucows Inc. a global provider of domain names, email and other Internet services, announced today that it is commencing a modified “Dutch auction” tender offer to repurchase up to 4,000,000 shares of its common stock, representing approximately 5.8% of the Tucows’ outstanding shares. The closing price of Tucows’ common stock on the NYSE Amex on May 22, 2009 was $0.38 per share.

Under the tender offer, shareholders will have the opportunity to tender some or all of their shares at a price within the $0.36 to $0.45 per share price range. Based on the number of shares tendered and the prices specified by the tendering shareholders, Tucows will determine the lowest per share price within the range that will enable it to buy 4,000,000 shares. If shareholders of more than 4,000,000 shares properly tender their shares at or below the determined price per share, Tucows will purchase shares tendered by such shareholders, at the determined price per share, on a pro rata basis. Additionally, if more than 4,000,000 shares are properly tendered, the number of shares to be repurchased by Tucows pursuant to the tender offer may, at the discretion of Tucows, be increased by up to 2% of Tucows’ outstanding shares, or approximately 1,378,000 shares, without amending or extending the tender offer.

Shareholders whose shares are purchased in the offer will be paid the determined purchase price per share net in cash, without interest, after the expiration of the offer period. The offer is not contingent upon any minimum number of shares being tendered. The offer is subject to a number of other terms and conditions specified in the offer to purchase that is being distributed to shareholders. The offer will expire at 5:00 p.m., New York City time, on Tuesday, June 23, 2009, unless extended by Tucows.

The information agent for the offer is StockTrans, Inc. None of Tucows, its board of directors or the information agent is making any recommendation to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Shareholders must decide how many shares they will tender, if any, and the price within the stated range at which they will offer their shares for purchase by Tucows.

This press release is for informational purposes only and is not an offer to buy or the solicitation of an offer to sell any shares of Tucows’ common stock. The offer is being made solely by the offer to purchase and the related letter of transmittal. Investors are urged to read Tucows’ tender offer statement on Schedule TO filed with the Securities and Exchange Commission in connection with the tender offer, which includes as exhibits, the offer to purchase and the related letter of transmittal, as well as any amendments or supplements to the statement when they become available, because they contain important information. Each of these documents has been or will be filed with the Securities and Exchange Commission, and investors may obtain them for free from the Securities and Exchange Commission at its website (www.sec.gov) or from StockTrans, Inc., the information agent for the tender offer, by directing such request to: StockTrans, Inc., Attn: Re-Organization Dept., 44 West Lancaster Avenue, Ardmore, PA 19003, telephone (800) 733-1121.

About Tucows

Tucows is a global Internet services company. OpenSRS manages over 8 million domain names and millions of email boxes through a reseller network of over 9,000 web hosts and ISPs. Hover is the easiest way for individuals and small businesses to manage their domain names and email addresses. YummyNames owns premium domain names that generate revenue through advertising or resale. Butterscotch.com is an online video network building on the foundation of Tucows.com. More information can be found at http://tucowsinc.com.

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Tucows Commences Second Dutch Auction Tender Offer to Repurchase Shares

Aware, Inc. , a leading supplier of broadband technology and biometrics software, today announced the preliminary results of its modified Dutch Auction tender offer, which expired at 5 p.m., New York City time, on Friday, April 17, 2009.

In accordance with the terms and conditions of the tender offer, and based on the preliminary count by Computershare Trust Company, N.A., the depositary for the tender offer, Aware expects to purchase approximately 3,696,072 shares of its common stock (including the associated preferred share purchase rights) at a price of $2.60 per share, for a total cost of approximately $9.6 million (excluding fees and expenses relating to the tender offer). The approximately 3,696,072 shares expected to be purchased are comprised of the 3,500,000 shares Aware offered to purchase and approximately 196,072 shares to be purchased pursuant to Aware’s right to purchase up to an additional 2% of the shares outstanding immediately prior to the commencement of the tender offer. The approximately 3,696,072 shares expected to be purchased represent approximately 15.8% of the shares outstanding on April 17, 2009.

These results reflect that a total of approximately 3,696,072 shares of common stock (including the associated preferred share purchase rights) were validly tendered and not withdrawn at a price of $2.60 or less per share, including approximately 198,333 shares tendered by notice of guaranteed delivery. Stockholders who tendered their shares by delivering a notice of guaranteed delivery prior to the expiration of the tender offer must deliver the related shares and required documents to the depositary within three business days of their execution of the notice of guaranteed delivery.

The number of shares to be purchased and the price per share under the tender offer are preliminary. Final results for the tender offer will be determined following the expiration of the guaranteed delivery period subject to confirmation by the depositary of the proper delivery of the shares validly tendered and not withdrawn. The actual number of shares to be purchased and the price per share will be announced following the completion of the confirmation process. Payment for the shares accepted for purchase, and return of all other shares tendered and not purchased, will commence promptly thereafter.

Georgeson Securities Corporation is acting as the dealer manager for the tender offer and the information agent is Georgeson Inc. For questions and information about the tender offer, please call the information agent toll-free at (800) 262-0158.

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Aware, Inc. Announces Preliminary Results of Dutch Auction Tender Offer