Issuer Tender Offers
To extend a tender offer, an issuing company must submit its first public announcement and all subsequent written communications with the SEC, and it must file a Schedule TO. Schedule TO is a tender offer statement filed with the SEC, which declares the class of securities to be tendered, their number and total value, and the type of offer tendered, that is, whether the company is the issuer or a third party, and whether the offer is a “going private” transaction. Information about the company, including its officers, past transactions and negotiations, and financial statements, must be attached. The issuer must distribute Schedule TO to shareholders by mail or by publishing a summary of the offer, which must include information on where to get a copy of Schedule TO. If customers request the form, it must be provided to them.
A tender offer must be open to all shareholders of a class of stock at the same price. If a shareholder is offered a greater price, shareholders who have already tendered their shares must receive the greater price as well. If a stockholder is offered the choice of another consideration (payment in cash or some other form), such as another company’s stock, the choice needs to be available to all shareholders.
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