Rule 14e-8

Prohibited Conduct in Connection with Pre-commencement Communications

It is a fraudulent, deceptive or manipulative act or practice within the meaning of section 14(e) of the Act for any person to publicly announce that the person (or a party on whose behalf the person is acting) plans to make a tender offer that has not yet been commenced, if the person:

a. Is making the announcement of a potential tender offer without the intention to commence the offer within a reasonable time and complete the offer;

b. Intends, directly or indirectly, for the announcement to manipulate the market price of the stock of the bidder or subject company; or

c. Does not have the reasonable belief that the person will have the means to purchase securities to complete the offer.