General Rules and Regulations
Securities Exchange Act of 1934
Rule 14d-2 -- Commencement of a Tender Offer
Date of commencement. A bidder will have commenced
its tender offer for purposes of section 14(d)
of the Act and the rules under that section at 12:01 a.m. on the date when
the bidder has first published, sent or given the means to tender to security
holders. For purposes of this section, the means to tender includes the transmittal
form or a statement regarding how the transmittal form may be obtained.
Pre-commencement communications. A communication
by the bidder will not be deemed to constitute commencement of a tender offer
It does not include the means for security
holders to tender their shares into the offer; and
All written communications relating to the
tender offer, from and including the first public announcement, are filed
under cover of Schedule TO with the Commission
no later than the date of the communication. The bidder also must deliver
to the subject company and any other bidder for the same class of securities
the first communication relating to the transaction that is filed, or
required to be filed, with the Commission.
Instructions to paragraph (b)(2)
The box on the front of Schedule
TO indicating that the filing contains pre-commencement communications
must be checked.
Any communications made in connection
with an exchange offer registered under the Securities Act of 1933
need only be filed under Rule 425
and will be deemed filed under this section.
Each pre-commencement written
communication must include a prominent legend in clear, plain language
advising security holders to read the tender offer statement when
it is available because it contains important information. The legend
also must advise investors that they can get the tender offer statement
and other filed documents for free at the Commission's web site and
explain which documents are free from the offeror.
135, Rule 165 and Rule
166 for pre-commencement communications made in connection with
registered exchange offers.
"Public announcement" is any oral
or written communication by the bidder, or any person authorized to
act on the bidder's behalf, that is reasonably designed to, or has
the effect of, informing the public or security holders in general
about the tender offer.
Filing and other obligations triggered by commencement.
As soon as practicable on the date of commencement, a bidder must comply with
the filing requirements of Rule 14d-3(a), the
dissemination requirements of Rule 14d-4(a) or
(b), and the disclosure requirements of Rule 14d-6(a).
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