SEC M-A Release

Summary

SEC issued its M-A Release in 1999

Proposal release 33-7607 1998
Comment letters

Final release 33-7760 1999

Proposal release 33-7607 1998
Comment letters
Adopted Regulation M-A
Which made sweeping changes to simplify and integrate disclosure requirements for tender offers and going-private transactions
Also made changes to permit increased communications with security holders in the context of M&A transactions
See M&A announcements
Also made changes to balance the treatment of cash and stock tender offers

Release 33-7760 Table of Contents

Executive summary I.

Text

New regulatory scheme - Overview II.A.

Increased communications permitted
before filing disclosure document II.A.1.
Eligibility II.A.2.
Written communications with legend filed
on date of first use II.A.3.

Communications under the Securities Act II.B.

Securities Act exemption and filing rules II.B.1.

Liability for communications II.B.2.
Rules 135 and 145 II.B.3.
Public announcement II.B.4.

Communications under the Proxy Rules II.C.

Rule 14a-12 Expanded II.C.1.

The As Soon as Practicable requirement II.C.1.a.
Participant information II.C.1.b.
"Test the Waters" II.C.1.c.

Limited confidential treatment of
merger proxy materials II.C.2.
Timing of filings II.C.3.

Communications under the Tender Offer Rules II.D.

Commencement, communications,
and filing requirements II.D.1.
Dissemination requirements II.D.2.

Exchange Offers may commence on Filing II.E.

Early commencement II.E.1.
Dissemination of a supplement and
extension of the offer II.E.2.

Disclosure requirements for Tender Offers and Mergers II.F.

New Regulation M-A II.F.1.
Streamline and improve required disclosure II.F.2.

Plain English summary term sheet II.F.2.a.
Harmonize cash merger and
cash tender offer disclosure II.F.2.b.
Reduced financial statement requirements for non-reporting target companies in stock mergers and stock tender offers II.F.2.c.

Tender Offer Rules updated II.G.

Subsequent offering period II.G.1.
Bidder financial information - Cash tender offers II.G.2.

When bidder's financial statements are not required; Source of funds II.G.2.a.
Content of bidder's financial statements in cash
tender offers; Financial statements in going-private transactions II.G.2.b.
Pro forma financial information required in two-tier transactions II.G.2.c.

Target is required to report purchases of its own securities after a third-party tender offer is commenced II.G.3.
Tender offer and proxy rules relating to the delivery
of a security holder list and security position listing harmonized II.G.4.
New Rule 14e-5 II.G.5.

Redesignating Rule 10b-13 as Rule 14e-5 II.G.5.a.
Clarification of Rule 14e-5; Prohibited period II.G.5.b.
Persons and securities subject to the Rule II.G.5.c.
Excepted transactions II.G.5.d.
Additional exceptions being adopted II.G.5.e.

Effective date and transition III.

Communications III.A.
Confidential treatment of proxy materials III.B.
Early commencement III.C.
Disclosure requirements and new schedules III.D.
Subsequent offering period III.E.
Revised security holder list rule for tender offers III.F.
New Rules 14e-5 III.G.

Sections IV to VIII

Cost-benefit analysis IV.

Communications IV.A.
Filings IV.B.
Tender offers IV.C.

Commission findings and considerations V.

Exemptive authority findings V.A.
Effect on competition V.B.
Promotion of efficiency, competition and
capital Formation V.C.

Final Regulatory Flexibility Analysis VI.

Need for Action VI.A.
Objectives of the Rule Amendments VI.B.
Summary of Significant Issues Raised by the Public Comments VI.C.
Description and Estimate of the Number of Small Entities Subject to the New Rules VI.D.
Projected Reporting, Recordkeeping, and Other Compliance requirements VI.E.
Description of Steps Taken to Minimize the Effect on Small Entities VI.F.

Paperwork Reduction Act VII.
Statutory Basis and Text of Amendments VIII.

Clear Gif