Covers rules and other requirements
affecting timing of tender  offers

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 business day

Rule 14d-2(b)

A preliminary communication by the bidder won't commence the tender offer if:

• It does not include the means to tender, and
• All written communications relating to the tender offer,
  from and including the first public announcement,
  are filed under cover of Schedule TO
  no later than the date of communication

• Filing of pre-commencement communications doesn't commence tender offer

Bidder must also:

• Deliver the first such communication to:

• Target company
• Any other bidder for the same class of securities

• Check the box on Schedule TO

• Indicating that the filing contains pre-commencement communications
• See Instruction 1

• Include a prominent legend

• See Instruction 3

Public announcement

• Any oral or written communication by the bidder, or any person authorized to act on bidder's behalf, that is reasonably designed to, or has the effect of, informing the public or security holders about the tender offer
• See Instruction 5
• Oral communications need not be filed but shouldn't be used to substitute selective oral disclosure for written disclosure

Subject to liability per Rule 14e-8

Rule 14d-2(a)

• Commences at 12:01 AM on the date when bidder first publishes, sends or gives the means to tender to target's security holders
• Means to tender includes distributing letters of transmittal or making statements about such forms may be obtained

• e.g, telling holders to call
  dealer-manager or information agent

On date of commencement, bidder must comply with:

• Filing requirements
• Dissemination requirements
• Disclosure requirements

• "as soon as practicable" on date of commencement

• Deliver the first such communication to:

• Target company
• Any other bidder for the same class of securities

• Check the box on Schedule TO

• Indicating that the filing contains pre-commencement communications
• See Instruction 1

• Include a prominent legend

• See Instruction 3

Public announcement

• Any oral or written communication by the bidder, or any person authorized to act on bidder's behalf, that is reasonably designed to, or has the effect of, informing the public or security holders about the tender offer
• See Instruction 5
• Oral communications need not be filed but shouldn't be used to substitute selective oral disclosure for written disclosure

Subject to liability per Rule 14e-8

Twenty business day minimum

• Rule 14e-1(a)
• Tender offer must be held open for not less than 20 business days from the date it is first published or sent or given to security holders

• Thus can't expire any earlier than midnight on the 20th business day from commencement
• Can be longer  -- no maximum period specified
• Often extended, particularly if offer is unsolicited (hostile)

To be held open, in SEC's view:

• Bidder must be willing to receive tenders
  at all times during the offer period
• Offer must remain open continuously

• Can't be conditioned in such a way that it will not actually commence until a later date

Ten business day extension

• Rule 14e-1(b)
• Requires the bidder to keep the offer open for at least ten business days from the date that the bidder first disseminates to securityholders a notice of any increase or decrease in:

• Percentage of the class of securities being sought
  (other than increases of 2% or less)
• Offered consideration
• Dealer's soliciting fee

Five business day extension

• For other material changes

• e.g. waiver of a condition
• e.g. satisfaction of a subjective condition

• Measured from when disclosure is made

Extension procedure

• Must issue a notice of extension per Rule 14e-1(d)
• Must also file as a Schedule TO amendment

Tender Offers