Tender Offer Checklist and Timeline

  • Published on
    29-Nov-2014

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ITEM 1

DOCUMENT Public Announcement of the Tender Offer to the Stockholders of [] Prior to the Commencement (must then prepare Affidavit of Publication, see Item 4

2 3

3a 3b

WHEN TO FILE Prior to date of commencement of tender offer when exactly? Public Announcement of the Tender Offer to the Stockholders of [] on On day of tender offer date of commencement and for 2 days thereafter (must then prepare & 2 days after Affidavit of Publication, see Item 5 SEC Form 19-1 Tender Offer Report At least 2 business days before date of commencement of tender offer Cover Sheet SEC Form 19-1 Tender Offer Report Item 1: Subject Company and Class of Security Subject to the Tender Offer a) Name of subject company and address of principal executive office b) Exact title and amount of securities outstanding of the class of security being sought as of most recent practicable date and exact amount of such securities being sought and consideration being offered c) Principal market where shares are being traded. If sold in an exchange, state the high and low sales prices for each quarterly period during the past 2 years. Item 2: Identity and Background (usually attached as an Exhibit) a) Name and address of corporation b) Persons Controlling the Bidder c) Members of the Board of Directors of the Bidder d) Officers of the Bidder e) Involvement in Legal Proceedings (of the Corporation, Board and Officer) Item 3: Purpose of the Tender Offer and Plans or Proposals of the Bidder State the purposes of the tender offer, and describe any plans or proposals which relate to or would result in: a) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; b) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; c) Any change in the present board of directors or management of the issuer including, but not limited to, any plan or proposal to change the number or term of directors, to fill any existing

WHERE TO FILE REFERENCE STATUS Must publish in ONE SRC Rule 19 newspaper of general Section 5 circulation Must publish in TWO SRC Rule 19 newspapers of general Section 8(ii.) circulation 5 copies at SEC SRC Rule 19 1 copy at PSE Section 6(a), 7; SEC Form 19-1 SEC Form 19-1 SEC Form 19-1

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