Series 79: 13.1.2. Conducting The Tender Offer

13.1.2. Conducting the Tender Offer

The period during which shares may be tendered must be at least 20 business days. Once the tender offer has begun, any material changes must be filed as amendments to the Schedule TO and disclosed to shareholders in a manner reasonably capable of reaching them. For example, this must be done if the issuer decides to extend the deadline for tendering shares.

If the offeror changes the price or the maximum number of shares it will purchase, the tender offer must remain open for an additional 10 business days from the date of the change. For example, a price change on the 11th business day requires extending the tender offer to 21 business days. A price change on the 10th business day or earlier would not result in an extension. When a tender offer is extended, whether voluntarily or as required by a change to the terms, the offeror must disclose the approximate number of shares tendered up to that point.

The 20 business days, plus required and voluntary extensions, make up the tender offer’s initial offering period. (Why call it the “initial” offering period if it includes extensions? Because some tender offers will also feature a subsequent offering period with somewhat different rules, as discussed in the next section.) S