§ 240.14d-2 Commencement of a tender offer.  


Latest version.
  • (a) Date of commencement. A bidder will have commenced its tender offer for purposes of section 14(d) of the Act (15 U.S.C. 78n) and the rules under that section at 12:01 a.m. on the date when the bidder has first published, sent or given the means to tender to security holders. For purposes of this section, the means to tender includes the transmittal form or a statement regarding how the transmittal form may be obtained.

    (b) Pre-commencement communications. A communication by the bidder will not be deemed to constitute commencement of a tender offer if:

    (1) It does not include the means for security holders to tender their shares into the offer; and

    (2) All written communications relating to the tender offer, from and including the first public announcement, are filed under cover of Schedule TO (§240.14d-100) with the Commission no later than the date of the communication. The bidder also must deliver to the subject company and any other bidder for the same class of securities the first communication relating to the transaction that is filed, or required to be filed, with the Commission.

    (c) Filing and other obligations triggered by commencement. As soon as practicable on the date of commencement, a bidder must comply with the filing requirements of §240.14d-3(a), the dissemination requirements of §240.14d-4(a) or (b), and the disclosure requirements of §240.14d-6(a).

    [64 FR 61459, Nov. 10, 1999]

[64 FR 61459, Nov. 10, 1999