801.31--Acquisitions of voting securities by offerees in
Whenever an offeree in a noncash tender offer is
required to, and does, file notification with respect to
an acquisition described in Sec. 801.2(e):
(a) The waiting period with respect to such
acquisition shall begin upon filing of notification by
the offeree, pursuant to Sec. 801.30 and 803.10(a)(1);
(b) The person within which the issuer of the shares
to be acquired by the offeree is included shall file
notification as required by Sec. 801.30(b);
(c) Any request for additional information or
documentary material pursuant to section 7A(e) and Sec.
803.20 shall extend the waiting period in accordance with
Sec. 803.20(c); and
(d) The voting securities to be acquired by the
offeree may be placed into escrow, for the benefit of the
offeree, pending expiration or termination of the waiting
period with respect to the acquisition of such
securities; Provided however, That no person may vote any
voting securities placed into escrow pursuant to this
- Assume that 'A,' which has annual net sales
exceeding $100 million, makes a tender offer for
voting securities of corporation X. The
consideration for the tender offer is to be
voting securities of A. 'S,' a shareholder of X
with total assets exceeding $10 million, wishes
to tender its holdings of X and in exchange would
receive shares of A valued at $16 million. Under
this section, 'S's' acquisition of the shares of
A would be an acquisition separately subject to
the requirements of the act.
- Before 'S' may acquire the voting securities of
A, 'S' must first file notification and observe a
waiting period - which is separate from any
waiting period that may apply with respect to 'A'
- Since Sec. 801.30 applies, the waiting period
applicable to 'A' and 'S' begins upon filing by
'S,' and 'A' must file with respect to 'S's'
acquisition within 15 days pursuant to Sec.
801.30(b). Should the waiting period with respect
to 'A' and 'X' expire or be terminated prior to
the waiting period with respect to 'S' and 'A,'
'S' may wish to tender its X-shares and place the
A-shares into a nonvoting escrow until the
expiration or termination of the latter waiting