Non-Issuer Tender
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| Type: | CB |
|---|---|
| Description: | Notification form filed in connection with certain tender offers, business combinations and rights offerings, in which the subject company is a foreign private issuer of which less than 10% of its securities are held by U.S. persons, initial statement |
| Filing Deadline: | |
| Relevant Legislation: | |
| Type: | CB/A |
| Description: | Amendment to a notification form filed in connection with certain tender offers, business combinations and rights offerings, in which the subject company is a foreign private issuer of which less than 10% of its securities are held by U.S. persons. |
| Filing Deadline: | |
| Relevant Legislation: | |
| Type: | SC 14D1 |
| Description: | Non-Issuer Tender Offer: For non-issuer tender offers for over 5% of a class of securities and is associated frequently with hostile takeovers. The schedule must disclose the source of the funds, identity and background of person filing the document, all past contracts, transactions, or negotiations between offeror and target, purpose of tender offer, bidder's current interest and holdings of securities in target, all persons retained or employed or compensated in connection with the offer, and bidder's financial statements when bidder's financial future is material to an investor's decision whether or not to tender shares in the target company. |
| Filing Deadline: | The bidder must file a copy with the SEC, hand deliver a copy to the target company, hand deliver a copy to any other bidder who has already filed with the SEC, and give notice and mail a copy to the relevant national securities exchange and/or NASD. The bidder also must file any materials used to solicit or publicize its invitation for tenders (advertisements in newspapers, etc.). For a merger to be effective, a waiting period of 6-8 weeks is usually recommended; however, a waiver can be granted. |
| Relevant Legislation: | Influenced by the 1934 Act, the Hart-Scott-Rodino Act and the Williams Act. |
| Type: | SC 14D1/A |
| Description: | Amendment to Non-Issuer Tender Offer: Filed as any change is made or additional information is provided to an already filed Schedule 14D-1. |
| Filing Deadline: | |
| Relevant Legislation: | Influenced by the 1934 Act, the Hart-Scott-Rodino Act and the Williams Act |
| Type: | SC 14D9 |
| Description: | Issuer's Response to Non-Issuer Tender Offer: Must be filed with the SEC when an interested party, such as an issuer, a beneficial owner of securities, or a representative of either, makes a solicitation or recommendation to the shareholders with respect to a tender offer which is subject to Regulation 14D. It is often used as a response to a 14D-1 or filed together with a 14D-1 in the event of a hostile takeover. |
| Filing Deadline: | Usually filed on the same day as the Schedule 14D-1. |
| Relevant Legislation: | Williams Act |
| Type: | SC 14D9-C |
| Description: | Non-Issuer Tender Offer: Written communication by the subject company to a third party tender offer. |
| Filing Deadline: | |
| Relevant Legislation: | Williams Act |
| Type: | SC 14D9/A |
| Description: | Amendment to Issuer's Response to Non-Issuer Tender Offer: Filed as any change is made or additional information is provided to an already filed Schedule 14D-9. |
| Filing Deadline: | |
| Relevant Legislation: | Williams Act |
| Type: | SC 14D9C |
| Description: | Non-Issuer Tender Offer: Written communication by the subject company to a third party tender offer. |
| Filing Deadline: | |
| Relevant Legislation: | Williams Act |
| Type: | SC 14F1 |
| Description: | Information Statement: Statement regarding a change in the majority of directors. |
| Filing Deadline: | |
| Relevant Legislation: | Williams Act Rule 14f-1 |
| Type: | SC 14F1/A |
| Description: | Information Statement Amendement: Statement regarding a change in the majority of directors. |
| Filing Deadline: | |
| Relevant Legislation: | Williams Act, section 14f-1. |
| Type: | SC TO-C |
| Description: | Non-Issuer Tender Offer: Written communication relating to an issuer or third party. |
| Filing Deadline: | |
| Relevant Legislation: | Williams Act |
| Type: | SC TO-T |
| Description: | Non-Issuer Tender Offer: Tender offer statement by a third party. |
| Filing Deadline: | |
| Relevant Legislation: | Williams Act |
| Type: | SC TO-T/A |
| Description: | Amendment to Non-Issuer Tender Offer: Filed as any change is made or additional information is provided to an already filed Schedule TO-T. |
| Filing Deadline: | |
| Relevant Legislation: | Williams Act |
| Type: | SC14D1F |
| Description: | Tender offer for a foreign issuer, initial statement. |
| Filing Deadline: | |
| Relevant Legislation: | Rule 14d-1(b) under Securities Exchange Act of 1934 |
| Type: | SC14D1F/A |
| Description: | Tender offer for a foreign issuer, amendment. |
| Filing Deadline: | |
| Relevant Legislation: | Rule 14d-1(b) under the Securities Exchange Act of 1934. |
| Type: | SC14D9C |
| Description: | Non-Issuer Tender Offer: Written communication by the subject company to a third party tender offer. |
| Filing Deadline: | |
| Relevant Legislation: | Williams Act |
| Type: | SC14D9F |
| Description: | Solicitation/recommendation statement by foreign issuers, initial statement |
| Filing Deadline: | |
| Relevant Legislation: | |
| Type: | SC14D9F/A |
| Description: | Solicitation/recommendation statement by foreign issuers, amendment |
| Filing Deadline: | |
| Relevant Legislation: | Section 14(d)(4) of the Securities Exchange Act of 1934 and Rules 14d-1(b) and 14e-2(c). |