Summary SEC rules prohibit fraudulent actions during a tender offer: Insider trading - Rule 14e-3 Short tendering - Rule 14e-4 Purchases outside the tender offer - Rule 14e-5 Deceptive announcements - Rule 14e-8 These rules are part of Regulation 14E Apply to any tender offer, not just those subject to Regulation 14D Rule 14e-3 Insider [more...]
2006 Changes to Best Price Rule Summary SEC adopts changes to tender offer best price rule Amends Rule 14d-10 Makes parallel changes to Rule 13e-4(f)(8)(ii) Related rule for issuer tender offers Clarifies that best-price rule applies only to: Consideration paid for tendered securities Not to consideration paid pursuant to employment compensation, [more...]
Summary SEC adopts changes to address a split in judicial interpretation of the best price rule Adopts proposal made in Dec 2005 SEC press release 10.18.06 Chairman Cox statement 10.18.06 SEC staff statement 10.18.06 Response to shareholder class actions Several shareholder class actions have been brought under the best price rule , claiming that [more...]
SEC Rules Rule 14d-1(b) SEC Forms Schedule 14d-1F Schedule 14d-9F CP Ships Limited / TUI AG Bid by German company for British-based Toronto-listed company $2.0 billion cash tender offer Buyer is parent of Hapag-Lloyd Creates world's 5 th largest container shipping company Announced 8.21.05 Form 6-K Form 6-K (9.01.05) Schedule 14d-1F [more...]
Summary Covers rules and other requirements for: Filings Dissemination Disclosure Closing Disclosure on Commencement Rule 14d-6(a) For cash tender offers and exempt exchange offers generally satisfied by publication in a newspaper with national circulation Summary Advertisement - Tombstone Ads Rule 14d-6(a)(2)(i) Tombstone ad must [more...]
SEC Rules Rule 14d-1(c) Tier I Rule 14d-1(d) Tier II Instructions Rule 14d-1(e) Foreign Publicity Rule 14d-1(f) Foreign Private Issuer Defined SEC No-Action Letters Rule 14e-5 Exemption Axel Springer AG 9.12.05 National Grid Transco plc 6.06.05 Rule 14d-7 - Rule 14d-11 Royal Dutch Petroleum 5.17.05 Rule 13e-3 Equant [more...]
Rule 13e-4 Definitions 13e-4(a) (a)(1) issuer (a)(2) issuer tender offer (a)(3) business day (a)(4) commencement (a)(5) termination (a)(6) security holders (a)(7) security position listing Filing, disclosure, dissemination 13e-4(b) Rule Material required to be [more...]
M-A 1001 Summary Term Sheet 1001 Provide security holders with a summary term sheet written in Plain English Begin on the first or second page of the document Bullet-point format Cross-reference to the more detailed discussion contained in the disclosure document Applies to: Schedule TO - Item 1 Schedule 13E-3 - Item 1 [more...]
Subject Company Information M-A 1002(a) Name and address 1002(a) Applies to: Schedule TO - Item 2 Schedule 14D-9 - Item 1 Schedule 13E-3 - Item 2 M-A 1002(b) Securities 1002(b) Applies to: Schedule TO - Item 2 Schedule 14D-9 - Item 1 Schedule 13E-3 - Item 2 M-A 1002(c) Trading market and price [more...]
Identity and Background of Filing Person M-A 1003(a) Name and address 1003(a) Note: issues with identifying the bidder, particularly in the context of a hostile offer Applies to: Schedule TO - Item 3 - Issuer tender offer Schedule TO - Item 3 - Third-party tender offer Schedule 14D-9 - Item 2 Schedule 13E-3 - Item 3 M-A [more...]
Terms of the Transaction M-A 1004(a) Material terms 1004(a) 1004(a)(1) - Tender offers Specified disclosure items 1004(a)(2) - Mergers Specified disclosure items Instruction Applies if exempt securities are offered Applies to: Schedule TO - Item 4 - Issuer tender offer Schedule TO - Item 4 - Third-party tender offer Schedule 13E-3 - [more...]
Past Contacts, Transactions, Negotiations and Agreements M-A 1005(a) Transactions 1005(a) Applies to: Schedule TO - Item 5 - Third-party tender offer Schedule 13E-3 - Item 5 M-A 1005(b) Significant corporate events 1005(b) Applies to: Schedule TO - Item 5 - Third-party tender offer Schedule 13E-3 - Item 5 [more...]
Purposes of the Transaction and Plans or Proposals M-A 1006(a) Purposes 1006(a) Applies to: Schedule TO - Item 6 - Issuer tender offer Schedule TO - Item 6 - Third-party tender offer M-A 1006(b) Use of securities acquired 1006(b) Applies to: Schedule TO - Item 6 - Issuer tender offer Schedule 13E-3 - Item 6 [more...]
Source and Amount of Funds or Other Consideration M-A 1007(a) Source of funds 1007(a) Applies to: Schedule TO - Item 7 Schedule 13E-3 - Item 10 M-A 1007(b) Conditions 1007(b) Applies to: Schedule TO - Item 7 Schedule 13E-3 - Item 10 M-A 1007(c) Expenses 1007(c) Applies to: [more...]
Interest in Securities of the Subject Company M-A 1008(a) Securities ownership 1008(a) Applies to: Schedule TO - Item 8 Schedule 13E-3 - Item 11 M-A 1008(b) Securities transactions 1008(b) Applies to: Schedule TO - Item 8 Schedule 14D-9 - Item 6 Schedule 13E-3 - Item 11 Related Topics Regulation M-A [more...]
Persons/Assets, Retained, Employed, Compensated or Used M-A 1009(a) Solicitations or recommendations 1009(a) Applies to: Schedule TO - Item 9 Schedule 14D-9 - Item 5 Schedule 13E-3 - Item 14 M-A 1010(a) Employees and corporate assets 1009(b) Applies to: Schedule 13E-3 - Item 14 Related Topics Regulation M-A [more...]
Financial Statements M-A 1010(a) Financial information 1010(a) Financial statements must be provided when the offeror's financial condition is material to the security holder's decision whether or not to sell or tende Financial statements are not material when: solely cash is offered, and either the offeror is a public reporting [more...]
Additional Information M-A 1011(a) Agreements, ... ... regulatory requirements and legal proceedings Documents setting forth the terms of any such agreement, filed as exhibits per M-A 1016(d) 1011(a) Applies to: Schedule TO - Item 11 M-A 1011(b) Other material information 1011(b) Compare Rule 12b-20 Applies [more...]
The Solicitation or Recommendation M-A 1012(a) Solicitation or recommendation 1012(a) Applies to: Schedule 14D-9 - Item 4 M-A 1012(b) Reasons 1012(b) Applies to: Schedule 14D-9 - Item 4 M-A 1012(c) Intent to tender 1012(c) Applies to: Schedule 14D-9 - Item 4 M-A 1012(d) [more...]
Purposes, Alternatives, Reasons and Effects in a Going-Private Transaction M-A 1013(a) Purposes 1013(a) Applies to: Schedule 13E-3 - Item 7 M-A 1013(b) Alternatives 1013(b) Applies to: Schedule 13E-3 - Item 7 M-A 1013(c) Reasons 1013(c) Applies to: Schedule 13E-3 - Item 7 M-A 1013(d) [more...]
Fairness of the Going-Private Transaction M-A 1014(a) Fairness 1014(a) Applies to: Schedule 13E-3 - Item 8 M-A 1014(b) Factors considered in determining fairness 1014(b) Applies to: Schedule 13E-3 - Item 8 M-A 1014(c) Approval of security holders 1014(c) Applies to: Schedule 13E-3 - Item [more...]
Reports, Opinions, Appraisals and Negotiations M-A 1015(a) Report, opinion or appraisal 1015(a) Reports, opinions or appraisals filed as exhibits, per M-A 1016(c) Applies to: Schedule 13E-3 - Item 9 M-A 1015(b) Preparer and summary Preparer and summary of the report, opinion or appraisal 1015(b) Applies to: [more...]
Exhibits M-A 1016(a) Disclosure material 1016(a) Applies to: Schedule TO - Item 12 Schedule 14D-9 - Item 9 Schedule 13E-3 - Item 16 M-A 1016(b) Loan agreement 1016(b) Applies to: Schedule TO - Item 12 Schedule 13E-3 - Item 16 M-A 1016(c) Report, opinion or appraisal 1016(c) [more...]
Filing - Dissemination - Closing Summary Covers rules and other requirements for: Filings Dissemination Disclosure Closing Filing on Commencement Rule 14d-3(a) On date of commencement, bidder must: File Schedule TO with the SEC Deliver copies to the subject company and any other bidder Give telephonic notices to exchanges / NASD [more...]
Summary Tender offers for less than 5% of a companys stock Bidders limit the offer to under 5% to avoid the filing, disclosure and procedural requirements of Regulation 14D Including rules which require shareholders to receive detailed descriptions of the offer Regulation 14E protections still apply Typically priced below the market [more...]
Summary SEC rules provide exceptions to facilitate odd-lot tender offers Odd-lots are individual holdings of fewer than 100 shares Shares are typically traded in round lots of 100 or multiples thereof Odd-lots are thus relatively illiquid Offer must be directed solely to odd-lot security holders Provide "all holders" and "best [more...]
Summary Subpart of Regulation S-K adopted in 1999 The "1000 series" Integrates the disclosure requirements for tender offers and going-private transactions in a single set of rules Applies to: Schedule TO Schedule 14D-9 Schedule 13E-3 Final release commentary 1999 Regulation M-A Quick Finder Item 1000 [more...]
Lawyer Links Hyperlinked Version SEC Website PDF Summary When it applies to a transaction, Rule 13e-3 requires disclosure of Schedule 13E-3 items In addition to those required by other applicable SEC rules Which, depending on the type of transaction, can include the SEC's proxy, [more...]
Subject Company Response to a Tender Offer Summary Rule 14d-9 Generally requires any person (including the target) who recommends that the target's shareholders accept or reject the offer to file a Schedule 14D-9 Requires Target board to take one of four positions, and include its reasons therefor: -- recommend acceptance -- recommend rejection [more...]
Lawyer Links Hyperlinked Version SEC Website Version Summary On commencement date of a tender offer, bidder must File Schedule TO with the SEC Hand deliver Schedule TO to the target company and any other bidders Notify relevant national securities exchanges By telephone and mail Amendments to Schedule TO must be filed promptly [more...]
Summary Tender offer Broad solicitation to purchase a substantial percentage of a company's securities for a limited period of time Offer is typically: At a fixed price At a premium over the current market price Contingent on holders tendering a minimum or fixed amount of their securities Regulated by SEC pursuant to the Williams Act Relevant [more...]
Summary Covers rules and other requirements affecting timing of tender offers Business Day Defined Rule 14d-1(g)(3) To count days, the date an event occurs is the first day Unless not a business day, in which case the first next business day is the first day For minimum 20 business day period, offer must expire at midnight on the 20th [more...]
Summary Enacted in 1968 in response to growing use of cash tender offers to acquire corporate control Before the Williams Act was enacted, a person could acquire control over a public company while concealing his identity, source of funds and what he intended to do after gaining control Requires disclosures about: Share accumulations Ownership [more...]