Securities and Exchange Commission, Washington, D.C. 20549 Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. ______)* _______________________________ (Name of Subject Company (issuer)) _______________________________ (Names of Filing Persons (identifying status as offeror, issuer or other person)) _______________________________ (Title of Class of Securities) _______________________________ (CUSIP Number of Class of Securities)
(a)Scope. Regulation 14D (§§ 240.14d-1 through 240.14d-101 ) shall apply to any tender offer that is subject to section 14(d)(1) of the Act (15 U.S.C. 78n(d)(1) ), including, but not limited to, any tender offer for securities of a class described in that section that is made by an affiliate of the issuer of such class. Regulation 14E (§§ 240.14e-1 through 240.14e-8 ) shall apply to any tender offer for securities (other than exempted securities) unless otherwise noted therein. (b) The requirements
As a means reasonably designed to prevent fraudulent, deceptive or manipulative acts or practices within the meaning of section 14(e) of the Act, no person who makes a tender offer shall: (a) Hold such tender offer open for less than twenty business days from the date such tender offer is first published or sent to security holders; provided, however, that if the tender offer involves a roll-up transaction as defined in Item 901(c) of Regulation S-K (17 CFR 229.901(c) ) and the securities being offered
(a)Position of subject company. As a means reasonably designed to prevent fraudulent, deceptive or manipulative acts or practices withing the meaning of section 14(e) of the Act, the subject company, no later than 10 business days from the date the tender offer is first published or sent or given, shall publish, send or give to security holders a statement disclosing that the subject company: (1) Recommends acceptance or rejection of the bidder's tender offer; (2) Expresses no opinion and is remaining
As soon as practicable on the date of commencement of a tender offer, the bidder must publish, send or give the disclosure required by § 240.14d-6 to security holders of the class of securities that is the subject of the offer, by complying with all of the requirements of any of the following: (a)Cash tender offers and exempt securities offers. For tender offers in which the consideration consists solely of cash and/or securities exempt from registration under section 3 of the Securities Act of 1933
The following definitions apply to the terms used in Regulation M-A (§§ 229.1000 through 229.1016 ), unless specified otherwise: (a)Associate has the same meaning as in § 240.12b-2 of this chapter; (b)Instruction C means General Instruction C to Schedule 13E-3 (§ 240.13e-100 of this chapter) and General Instruction C to Schedule TO (§ 240.14d-100 of this chapter); (c)Issuer tender offer has the same meaning as in § 240.13e-4(a)(2) of this chapter; (d)Offeror means any person who makes a tender offer
(a)Obligations of the subject company. Upon receipt by a subject company at its principal executive offices of a bidder's written request, meeting the requirements of paragraph (e) of this section, the subject company shall comply with the following sub-paragraphs. (1) The subject company shall notify promptly transfer agents and any other person who will assist the subject company in complying with the requirements of this section of the receipt by the subject company of a request by a bidder pursuant