Series 24: Third-Party Tender Offers

Third-Party Tender Offers

Most of the rules for third parties are the same as for issuers. We have highlighted the rules that are different:

• • Whenever the bidder purchases or intends to purchase more than 5% of a company’s outstanding shares, it must file Schedule TO. It must also file a Form 13D, which is a beneficial ownership form.
• • All solicitations or recommendations on the tender offer made by:
• ◊ the targeted company and its affiliates,
• ◊ shareholders of any security offered by either the bidding or targeted company, and
• ◊ any person acting on behalf of either company

must be filed with the SEC on Schedule 14D-9 and distributed to the bidder and the exchanges where the targeted