All of the following other than the historical facts reflects my opinion only.
Some comments on the tender offer:
The 2,000,000 (or fewer) LCAV shares that Growth Capital Corporation (GCC) is offering to purchase represents about 3.95% of the 50,699,512 LCAV shares outstanding as of the last quarterly report (see sec.gov ). GCC has also made similar recent offers for shares of Navarre (NAVR) and Coinstar (CSTR). In each of the latter two cases, the offer was to purchase slightly less than 5% of the shares outstanding. Thus all three of these offers are not subject to the various filing, disclosure and other regulatory requirements of Section 14(d) of the Exchange Act and Regulation 14D:
law.uc.edu
law.uc.edu
The SEC refers to such offers as mini-tender offers and has issued a warning concerning mini-tenders with an offering price less than the current share price (see sec.gov ). Note that at first glance, it appears that the GCC offer is not in the mini-tender category of concern to the SEC since LCAV's price has not exceeded $5.25 recently. So what's going on? I've summarized my thoughts in the case of NAVR in #reply-11627125. In essence, the tendering shareholder is being asked to give GCC a free irrevocable call on the tendered shares. Since GCC may extend the period of the tender offer, the term of the call likewise can be extended indefinitely.
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