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Wednesday, June 07, 2006 2:32:53 PM
Tender Offer
A tender offer is a broad solicitation by a company or a third party to purchase a substantial percentage of a company’s shares or units for a limited period of time. The offer is at a fixed price, usually at a premium over the current market price, and is contingent on shareholders tendering a fixed number of their shares or units. Under the Securities Exchange Act of 1934, parties who will own more than five percent of a class of the company’s securities after making a tender offer for securities registered under the Exchange Act must file a Schedule TO with the SEC. The SEC also requires any person acquiring more than five percent of a company’s securities directly or by tender offer to file a Schedule 13D.
The filings required by Section 14(d) of the Exchange Act and Regulation 14D provide information to the public about the person making the tender offer. The company that is the subject of the takeover must file with the SEC its response to the tender offer. The rules also set time limits for the tender offer and provide other protections to shareholders.
Except for the anti-fraud and a few other provisions of Regulation 14E, the SEC’s tender offer rules generally do not apply to tender offers that result in ownership of less than five percent—also known as "mini-tender offers." You can learn more about the risks of mini-tender offers by reading our
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