Tender Offer

Schedule 13D

• the identity and background of the acquirer and any group member
• the source and the amount of funds for making the purchases
• the number of the target's shares held by the acquirer
• any arrangements the acquirer has with others concerning shares of the target
• the acquirer's purposes for the acquisition and his intentions with regard to the target

Regulations of substantive term of tender offer

• The tender offer must be open to all shareholders of the same class for at least 20 business days. Rule 14d-10(a)(1), Rule 14e-1(a)
• The offer must remain open for an additional 10 business days after any change in the offering price or the percentage of securities being sought. Rule 14e-1(b)
• Shareholders can withdraw their shares (revoke their tenders) at any time while the tender offer is open. Rule 14d-7. The shareholder must be paid the best price paid to any other shareholder during the tender offer, and if the bidder offers consideration alternatives (such as a choice of cash or debentures), each shareholder can choose.
• When the bidder seek fewer than all the shares and shareholders tender more shares than the bidder seeks, the bidder must purchase the tendered shares on a pro rata basis and return the unpurchased shares.Exchange Act §14(d)(6); Rule 14d-8.
• The bidder must promptly pay for or return securities when the tender offer expires. Rule 14e-1(c).
• While the bid is pending, the bidder cannot purchase outside the tender offer. Rule 14e-5.