Study Question of the Week: December 12, 2012 Edition

This week’s study question from the Solomon Online Exam Simulator question database is now available. Relevant to the Series 24, Series 79, and Series 62. –ANSWER POSTED– Continue reading

This week’s study question from the Solomon Online Exam Simulator question database is now available.

Question (Relevant to the Series 24, Series 79, and Series 62):

Which of the following is not true regarding tender offers by third-parties?

Answers:

A: Whenever the bidder purchases or intends to purchase more than 5% of a company’s outstanding shares, it must file Schedule TO

B: While the same price must be given to all shareholders as in an issuer’s offer, third-party offers allow an exclusion for certain severance/benefits packages that have been approved by an employee compensation committee

C: The target firm’s management must communicate a position on the tender offer within 4 business days of the offer

D: All recommendations on the tender offer made by the targeted company, its affiliates, and certain other parties must be made using SEC Form, Schedule 14D-9

Correct Answer: C

Rationale:  The following are tender offer rules relating to third-party tender offers.

–Whenever the bidder purchases or intends to purchase more than 5% of a company’s outstanding shares, it must file Schedule TO. It must also file a Form 13D, which is a beneficial ownership form.
— All recommendations on the tender offer made by (1) the targeted company and its affiliates, (2) shareholders of the target company, the bidder, and affiliates of either, and (3) anyone acting on behalf of the forgoing or on behalf of the bidder must be made using SEC Form, Schedule 14D-9. The bidder does not use Schedule 14D-9 if it has filed Schedule TO.
–While the same price must be given to all shareholders as in an issuer’s offer, third-party offers allow an exclusion for certain severance/benefits packages that have been approved by an employee compensation committee.
–The bidder cannot buy shares outside of the tender offer during the offer period.
–The target firm’s management must communicate a position on the tender offer within 10 business days of the offer. The recommendation can take the form of: (a) accept or reject; (b) remain neutral; or (c) take no position. The target firm’s management must explain why it takes that position. It cannot recommend that shareholders buy shares in the company.

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