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    Tender Offer

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    Jv Fermin
    A tender offer is a publicly announced intention to acquire outstanding equity securities of a public company. A mandatory tender offer is required when acquiring 15% of equity securities within 12 months, 35% of outstanding voting shares within 12 months, or over 50% of total outstanding equity securities regardless of time. Exemptions to the mandatory tender offer include purchases from unissued capital stock not exceeding 50% ownership, purchases from an authorized capital stock increase, purchases in foreclosure proceedings, purchases as part of a government privatization or corporate rehabilitation, and purchases in the open market. Violations of the tender offer rules can result in the SEC nullifying the purchase and ordering a tender offer, as well as other sanctions.

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    Tender Offer

    Uploaded by

    Jv Fermin
    64 views2 pages
    A tender offer is a publicly announced intention to acquire outstanding equity securities of a public company. A mandatory tender offer is required when acquiring 15% of equity securities within 12 months, 35% of outstanding voting shares within 12 months, or over 50% of total outstanding equity securities regardless of time. Exemptions to the mandatory tender offer include purchases from unissued capital stock not exceeding 50% ownership, purchases from an authorized capital stock increase, purchases in foreclosure proceedings, purchases as part of a government privatization or corporate rehabilitation, and purchases in the open market. Violations of the tender offer rules can result in the SEC nullifying the purchase and ordering a tender offer, as well as other sanctions.

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    TENDER OFFER

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    TENDER OFFER

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    A tender offer is a publicly announced intention to acquire outstanding equity securities of a public company. A mandatory tender offer is required when acquiring 15% of equity securities within 12 months, 35% of outstanding voting shares within 12 months, or over 50% of total outstanding equity securities regardless of time. Exemptions to the mandatory tender offer include purchases from unissued capital stock not exceeding 50% ownership, purchases from an authorized capital stock increase, purchases in foreclosure proceedings, purchases as part of a government privatization or corporate rehabilitation, and purchases in the open market. Violations of the tender offer rules can result in the SEC nullifying the purchase and ordering a tender offer, as well as other sanctions.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    64 views2 pages

    Tender Offer

    Uploaded by

    Jv Fermin
    A tender offer is a publicly announced intention to acquire outstanding equity securities of a public company. A mandatory tender offer is required when acquiring 15% of equity securities within 12 months, 35% of outstanding voting shares within 12 months, or over 50% of total outstanding equity securities regardless of time. Exemptions to the mandatory tender offer include purchases from unissued capital stock not exceeding 50% ownership, purchases from an authorized capital stock increase, purchases in foreclosure proceedings, purchases as part of a government privatization or corporate rehabilitation, and purchases in the open market. Violations of the tender offer rules can result in the SEC nullifying the purchase and ordering a tender offer, as well as other sanctions.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 2

    TENDER OFFER

     Means publicly announced intention by a Exemptions from the Mandatory Tender Offer
    person acting alone or in concert with other Requirement
    persons to acquire the outstanding equity 19.3.1. Unless the acquisition of equity securities is
    securities of a PUBLIC company or of an intended to circumvent or defeat the objectives of the
    associate or related company of such public tender offer rules, the mandatory tender offer
    company which controls said public company requirement shall not apply to the following:
     Applies to acquisition of shares of stock in a
    public company and not any other kind of 19.3.1.1. Any purchase of securities from the unissued
    securities. capital stock; Provided, the acquisition will not result to a
    fifty percent (50%) or more ownership of securities by
    MANDATORY TENDER OFFER: the
    1. 15% of equity securities in a public company purchaser or such percentage that is sufficient to gain
    within a period of 12 months; control of the board;
    2. 35% of the outstanding voting shares or such 19.3.1.2. Any purchase of securities from an increase in
    outstanding voting shares that is sufficient to authorized capital stock;
    gain control of the board in a public company 19.3.1.3. Purchase in connection with foreclosure
    within 12 months; and proceedings involving a duly constituted pledge or
    3. Acquisition would result in ownership of over security arrangement where the acquisition is made by
    50% of the total outstanding equity securities the debtor or creditor;
    of a public company, regardless of the time 19.3.1.4. Purchases in connection with a privatization
    when said shares were acquired. undertaken by the government of the Philippines;
    19.3.1.5. Purchases in connection with corporate
    * NOTE: the tender offer rule covers not only direct rehabilitation under court supervision;
    acquisition but also indirect acquisition or any type of 19.3.1 .6. Purchases in the open market at the prevailing
    acquisition. market price; and
    * CHECK THE DIAGRAMS ON PP. 49-50 (IMPORTANT!!!) 19.3.1.7. Merger or consolidation.

    Note that if equity securities of a public company are


    purchased at threshold amounts without complying with
    Prescriptive Period: the tender offer requirements, the SEC may, upon
    complaint, nullify such purchase and order the conduct
    Actions under Sections 56 (false registration statement) of a tender offer, without prejudice to the imposition of
    and 57 (sale of unregistered security and liabilities other sanctions under the SRC.
    arising in connection with prospectus, communication
    and other reports)
     2 years after the discovery of the untrue statement or
    omission or after the violation upon which it is based,
    but not more than 5 years after the security was bona
    fide offered to the public or more than five years after
    the sale, respectively.

    Enforcement of CRIMINAL liability for violations of SRC


     SRC does not provide so follow Act 3326.
     Under SRC, violation of its provisions is punishable by
    imprisonment of not less 7 years nor more than 21 years.
     Hence, prescriptive period is 12 years.

    Action under Subsection 23.2 to recover profits in a short


    swing transaction
     2 years from the time profits were realized
    Jurisdiction on proxy solicitation:

    SEC: if proxies are obtained to vote on matters unrelated


    to intra-corporate controversies.

    RTC: if related to intra-corporate controversies or


    election related.

    Therefore: if the corporate secretary accepts or rejects


    proxies in violation of the law or the bylaws of the corp
    on matters that are NOT intra-corporate in nature, the
    aggrieved party may file a petition with SEC to nullify the
    reso.

    SEC RTC
    Approval of various Election and removal of
    corporate acts directors

    Determination of the
    existence of quorum for
    election of directors

    Election contest
    Criminal cases under SRC Civil suits falling under SRC
    (primary jurisdiction)

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