District of Columbia Schedule 14D-9 is a filing requirement for companies in the District of Columbia that are solicited by an external party for a merger, acquisition, or tender offer. This schedule, also known as the Solicitation Recommendation Statement, provides a detailed description of the target company's position on the proposed transaction and its recommendations to shareholders. The purpose of the District of Columbia Schedule 14D-9 is to inform shareholders about the potential benefits, risks, and consequences of the proposed transaction. It outlines the target company's stance and provides a recommendation for shareholders on whether they should accept or reject the offer. Different types of District of Columbia Schedule 14D-9 include: 1. Solicitation Statement: A standard Schedule 14D-9 that provides a comprehensive overview of the proposed transaction. It outlines the terms and conditions of the offer, the target company's board of directors' recommendations, and other relevant information required by the Securities and Exchange Commission (SEC). 2. Revised Solicitation Statement: In cases where there are material changes to the initial offer, the target company may be required to file a revised Schedule 14D-9. This updated statement includes any modifications to the terms and conditions of the offer and provides shareholders with updated information before making their decision. 3. Proxy Statement: Under certain circumstances, the target company may combine the Schedule 14D-9 with a proxy statement when seeking shareholder approval. This consolidated document provides shareholders with detailed information regarding the proposed transaction, voting procedures, and other matters requiring shareholder consent. 4. Response Statement: In situations where the target company rejects the offer or recommends shareholders to take a different course of action, the District of Columbia Schedule 14D-9 serves as a response statement. It outlines the reasons behind the rejection or alternative recommendation, providing shareholders with necessary information for their decision-making process. It's essential for companies to draft their District of Columbia Schedule 14D-9 accurately and in compliance with SEC regulations, as failure to do so may lead to legal consequences. By providing a comprehensive evaluation of the proposed transaction, the Solicitation Recommendation Statement enables shareholders to make informed decisions regarding their investment in the target company.
District of Columbia Schedule 14D-9 - Solicitation - Recommendation Statement
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Schedule 14D-9 is a filing with the Securities and Exchange Commission (SEC) when an interested party, such as an issuer, a beneficial owner of securities, or a representative of either, makes a solicitation or recommendation statement to the shareholders of another company with respect to a tender offer.
The term Schedule 13E-4 refers to a form that public companies were required to file with the Securities and Exchange Commission (SEC) when they made tender offers for their own securities. The form, known as an issuer tender offer statement, was required under the Securities Exchange Act of 1934.
A tender offer is typically an active and widespread solicitation by a company or third party (often called the ?bidder? or ?offeror?) to purchase a substantial percentage of the company's securities.
Rule 14e-1(c) requires that a bidder in a tender offer either pay the consideration offered or return the securities tendered "promptly" after the withdrawal or termination of the tender offer.
A company can also launch an issuer tender offer (also known as a self-tender) to buy back its own stock to meet certain business objectives or as a defensive measure against a takeover. For more information on tender offers see Practice Notes, Tender Offers: Overview and What's Market: Tender Offers.
Form S-4 is the registration statement that the Securities and Exchange Commission (SEC) requires reporting companies to file in order to publicly offer new securities pursuant to a merger or acquisition.
The target must file a Schedule 14D-9. Within 10 business days of the commencement of a tender offer, the target company's board of directors must disseminate a statement to its security holders disclosing the target company's position with respect to the offer.
A tender offer is only open for a limited period of time and is made to each individual security holder. That means each security holder can decide for him or herself whether to tender his or her securities. In addition, the terms of the tender offer, such as the price offered to purchase securities, are fixed.