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The Fixed Price Tender Offer
In a fixed price tender offer the amount of shares is first chosen and a bid is placed in the market at a fixed price per share. Shareholders then must make a decision as to whether or not they want to tender all, part, or none of their shares based on this one, fixed criteria.
The Modified Dutch Auction (MDA)
The issuer, in consultation with its advisor, sets the bid range - a set of prices in which it is acceptable and valid for shareholders to tender their shares. At the same time a quantity is stipulated- either a quantity of shares or a fixed dollar amount of how much the issuer wishes to purchase, and an expiration date is set for the offer, generally 20 business days. A filing is done with the SEC, the offering is sent out to eligible shareholders and an announcement of the offer is placed in a widely-read publication or news service.
Some advantages of doing a modified Dutch Auction self-tender vs. a Fixed Price self-tender include:
| Flexibility (a natural hedge to market fluctuations) |
| More shares tendered at generally lower prices |
| Speed of execution |
| Fairness to all parties involved |
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