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