[Code of Federal Regulations]
[Title 16, Volume 1]
[Revised as of January 1, 2005]
From the U.S. Government Printing Office via GPO Access
[CITE: 16CFR802.23]

[Page 608-609]
 
                     TITLE 16--COMMERCIAL PRACTICES
 
                   CHAPTER I--FEDERAL TRADE COMMISSION
 
PART 802_EXEMPTION RULES--Table of Contents
 
Sec. 802.23  Amended or renewed tender offers.

    Whenever a tender offer is amended or renewed after notification has 
been filed by the offeror, no new notification shall be required, and 
the running of the waiting period shall be unaffected, except as 
follows:
    (a) If the number of voting securities to be acquired pursuant to 
the offer is increased such that a greater notification threshold would 
be met or exceeded, only the acquiring person need again file 
notification, but a new waiting period must be observed;
    (b) If a noncash tender offer is amended to become a cash tender 
offer, (1) one copy of the amended tender offer shall be filed in the 
manner prescribed by Sec. 803.10(c) with the Federal Trade Commission 
and Assistant Attorney General, and (2) subject to the provisions of 
Sec. 803.10(b)(1), the waiting period shall expire on the 15th day 
after the date of receipt (determined in accordance with Sec. 
803.10(c)) of the amended tender offer, or on the 30th day after filing 
notification, whichever is earlier; or
    (c) If a cash tender offer is amended to become a noncash tender 
offer, (1) one copy of the amended tender offer shall be filed in the 
manner prescribed by Sec. 803.10(c) with the Federal Trade Commission 
and Assistant Attorney General, and (2) subject to the provisions of 
Sec. 803.10(b)(1), the waiting period shall expire on the 15th day 
after the date of receipt (as determined in accordance with Sec. 
803.10(c)) of the amended tender offer, or on the 30th day after filing 
notification, whichever is later.

    Examples: 1. Assume that corporation A makes a tender offer for 20 
percent of the

[[Page 609]]

voting securities of corporation B and that ``A'' files notification. 
Under this section, if A subsequently amends its tender offer only as to 
the amount of consideration offered, the waiting period so commenced is 
not affected, and no new notification need be filed.
    2. In the previous example, assume that A makes an amended tender 
offer for 27 percent of the voting securities of B, valued at greater 
than $1 billion. Since a new notification threshold will be crossed, 
this section requires that ``A'' must again file notification and 
observe a new waiting period. Paragraph (a) of this section, however, 
provides that ``B'' need not file notification again.
    3. Assume that ``A'' makes a tender offer for shares of corporation 
B. ``A'' includes its voting securities as part of the consideration. 
``A'' files notification. Five days later, ``A'' changes its tender 
offer to a cash tender offer, and on the same day files copies of its 
amended tender offer with the offices designated in Sec. 803.10(c). 
Under paragraph (b) of this section, the waiting period expires (unless 
extended or terminated) 15 days after the receipt of the amended offer 
(on the 20th day after filing notification), since that occurs earlier 
than the expiration of the original waiting period (which would occur on 
the 30th day after filing).
    4. Assume that ``A'' makes a cash tender offer for shares of 
corporation B and files notification. Six days later, ``A'' amends the 
tender offer and adds voting securities as consideration, and on the 
same day files copies of the amended tender offer with the offices 
designated in Sec. 803.10(c). Under paragraph (c) of this section, the 
waiting period expires (unless extended or terminated) on the 30th day 
following the date of filing of notification (determined under Sec. 
803.10(c)), since that occurs later than the 15th day after receipt of 
the amended tender offer (which would occur on the 21st day).

[43 FR 33544, July 31, 1978; 43 FR 36054, Aug. 15, 1978, as amended at 
66 FR 8694, Feb. 1, 2001]