2006002 Informal Interpretation

Date:

Tags:

Rule:
803.5
Staff:
Nora Whitehead
Response/Comments:

We agree, as long as the announcement complies with SEC regulations.

Question

From: Whitehead, Nora


Sent: Friday, June 26, 2020 9:59:57 AM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Cc: [Redacted]


Subject: RE: 803.5(a)(2) cash tender offer affidavit

We agree, as long as the announcement complies with SEC regulations.

From: [Redacted]


Sent: Thursday, June 25, 2020 2:49:51 PM (UTC-05:00) Eastern Time (US & Canada)


To: [Redacted]


Subject: RE: 803.5(a)(2) cash tender offer affidavit

Dear all, just to clarify, the cash tender offer is for a minority interest, not control. Thank you!

From: [Redacted]


Sent: Wednesday, June 24, 2020 9:59 PM


To: [Redacted]


Subject: 803.5(a)(2) cash tender offer affidavit

Dear all, I hope you are all well. For a cash tender offer (private issuer) can you please confirm it’s sufficient for the public announcement criterion of 803.5(a)(2) to send the offer letter to all shareholders of the issuer eligible to participate in the offer? ABA PNPM (5th) Interp. #218 suggests this should be sufficient – in our case the offer is to a subset of shareholders and all those eligible to participate would receive the letter/announcement. Thank you!

About Informal Interpretations

Informal interpretations provide guidance from previous staff interpretations on the applicability of the HSR rules to specific fact situations. You should not rely on them as a substitute for reading the Act and the Rules themselves. These materials do not, and are not intended to, constitute legal advice.

Learn more about Informal Interpretations.