Overview
- CorpFin’s Office of Mergers and Acquisitions issued a standing exemptive order on April 16 that lets qualifying equity tender offers stay open for as few as 10 business days.
- A tender offer is a public bid to buy shares from holders, and the relief covers only fixed‑price, all‑cash deals by reporting issuers or third‑party bidders and by private issuers or their wholly owned subsidiaries.
- For third‑party offers to public companies under Regulation 14D, the deal must be a negotiated merger for all outstanding shares, and the target must file and disseminate a Schedule 14D‑9 with its board recommendation by 5:30 p.m. ET on the first business day after commencement.
- Public companies using the relief must issue a press release by 10:00 a.m. ET on the start date with an active link to all materials, and any change to price or the percentage sought must be announced five business days before expiration with other material changes announced two business days before.
- The exemption excludes going‑private transactions, certain cross‑border bids, mini‑tenders, and situations with competing offers, and any competing bid forces an extension to a full 20‑business‑day window as staff reserves the right to modify or withdraw the relief and may consider similar steps for debt offers.