CPCM Acquisition, Inc. announced that it is waiving the appraisal condition for its previously announced tender offer to acquire all of the outstanding shares of Class A common stock of Calamos Asset Management, Inc. ("CAM"). Approximately 4,254,000 shares have been deposited to date in response to the tender offer, according to the press release.
It had been a condition to the tender offer that the number of Shares as to which properly executed notices of appraisal received by CAM, and not effectively withdrawn as of immediately prior to the expiration of the offer, did not exceed 15 percent of the outstanding shares. This condition has now been waived.
Except for such waiver and the extension of the offer period, all of the terms and conditions set forth in the offer to purchase, as amended, and the related letter of transmittal and the other offer materials filed with the Securities and Exchange Commission remain unchanged.
CPCM, according to the release, previously announced it is offering to purchase all outstanding shares for $8.25 per share in cash. The tender offer will be followed by a second-step merger pursuant to Section 251(h) of Delaware's corporations statute, in which any shares not tendered (other than shares owned by CPCM and certain affiliates, and shares for which appraisal is properly sought under applicable law will be converted into the right to receive the same cash price as paid in the tender offer.
CPCM is indirectly owned by John P. Calamos, Sr. and John Koudounis. Mr. Calamos is the founder and Global Chief Investment Officer of Calamos Investments LLC, and CAM's Chairman. Koudounis is the Chief Executive Officer of CAM.
Tenders of the shares in the tender offer must be made prior to its expiration and may be withdrawn at any time prior to the expiration in accordance with the terms described in the Offer Documents.