16 CFR 801.30 - Tender offers and acquisitions of voting securities and non-corporate interests from third parties.
(a) This section applies to:
(1) Acquisitions on a national securities exchange or through an interdealer quotation system registered with the United States Securities and Exchange Commission;
(2) Acquisitions described by § 801.31;
(3) Tender offers;
(4) Secondary acquisitions;
(5) All acquisitions (other than mergers and consolidations) in which voting securities or non-corporate interests are to be acquired from a holder or holders other than the issuer or unincorporated entity or an entity included within the same person as the issuer or unincorporated entity;
(6) Conversions; and
(7) Acquisitions of voting securities resulting from the exercise of options or warrants which are -
(ii) The subject of a currently effective registration statement filed with the United States Securities and Exchange Commission under the Securities Act of 1933.
(b) For acquisitions described by paragraph (a) of this section:
(2) The acquired person shall file the notification required by the act, in accordance with these rules, no later than 5 p.m. Eastern Time on the 15th (or, in the case of cash tender offers, the 10th) calendar day following the date of receipt, as defined by § 803.10(a), by the Federal Trade Commission and Assistant Attorney General of the notification filed by the acquiring person. Should the 15th (or, in the case of cash tender offers, the 10th) calendar day fall on a weekend day or federal holiday, the notification shall be filed no later than 5 p.m. Eastern Time on the next following business day.
2. Acquiring person “A” proposes to acquire in excess of $50 million (as adjusted) of the voting securities of corporation X on a securities exchange. The waiting period begins when “A” files notification. “X” must file notification within 15 calendar days thereafter. The seller of the X shares is not subject to any obligations under the act.
3. Suppose that acquiring person “A” proposes to acquire 50 percent of the voting securities of corporation B which in turn owns 30 percent of the voting securities of corporation C. Thus “A's” acquisition of C's voting securities is a secondary acquisition (see § 801.4) to which this section applies because “A” is acquiring C's voting securities from a third party (B). Therefore, the waiting period with respect to “A's” acquisition of C's voting securities begins when “A” files its separate Notification and Report Form with respect to C, and “C” must file within 15 days (or in the case of a cash tender offer, 10 days) thereafter. “A's” primary and secondary acquisitions of the voting securities of B and C are subject to separate waiting periods; see § 801.4.
- 16 CFR 803.5 — Affidavits Required.
- 16 CFR 803.4 — Foreign Persons Refusing to File Notification.
- 16 CFR 803.12 — Withdraw and Refile Notification.
- 16 CFR 801.31 — Acquisitions of Voting Securities by Offerees in Tender Offers.
- 16 CFR 803.20 — Requests for Additional Information or Documentary Material.
- 16 CFR 801.10 — Value of Voting Securities, Non-Corporate Interests and Assets to Be Acquired.
- 16 CFR 801.1 — Definitions.
- 16 CFR 801.21 — Securities and Cash Not Considered Assets When Acquired.
- 16 CFR 801.32 — Conversion and Acquisition.
- 16 CFR 803.7 — Expiration of Notification.
- 16 CFR 801.4 — Secondary Acquisitions.
- 16 CFR 803.10 — Running of Time.