How will the tender offer work?
Shareholders will have the opportunity to tender (or sell to the company) some or all of their shares at a price of $34 per share. If more than 126 million shares are tendered, the company will purchase all shares tendered at $34 per share on a pro rata basis. That means if more than 126 million shares are tendered, then the number of shares purchased will be adjusted accordingly. For example: If 168 million shares are tendered, then 75 percent of each shareholder’s tendered shares will be purchased (i.e., a shareholder tendering 300 shares would have 225 of them purchased). However, “odd lots” (ownership of less than 100 shares) will be purchased in their entirety—they will not be prorated. Shareholders who participate in the tender offer will receive their cash shortly after the offer is complete. (Refer to the “Shares Held in Retirement Plans” section below.) The tender offer is not contingent upon any minimum number of shares being tendered. It is, however, subject to certain condi
