Material terms.
Material terms. State the material terms of the transaction.
(1) Tender offers. In the case of a tender offer, the information must include:
(i) The total number and class of securities sought in the offer;
(ii) The type and amount of consideration offered to security holders;
(iii) The scheduled expiration date;
(iv) Whether a subsequent offering period will be available, if the transaction is a third-party tender offer;
(v) Whether the offer may be extended, and if so, how it could be extended;
(vi) The dates before and after which security holders may withdraw securities tendered in the offer;
(vii) The procedures for tendering and withdrawing securities;
(viii) The manner in which securities will be accepted for payment;
(ix) If the offer is for less than all securities of a class, the periods for accepting securities on a pro rata basis and the offeror's present intentions in the event that the offer is oversubscribed;
(x) An explanation of any material differences in the rights of security holders as a result of the transaction, if material;
(xi) A brief statement as to the accounting treatment of the transaction, if material; and
(xii) The federal income tax consequences of the transaction, if material.
(2) Mergers or similar transactions. In the case of a merger or similar transaction, the information must include:
(i) A brief description of the transaction;
(ii) The consideration offered to security holders;
(iii) The reasons for engaging in the transaction;
(iv) The vote required for approval of the transaction;
(v) An explanation of any material differences in the rights of security holders as a result of the transaction, if material;
(vi) A brief statement as to the accounting treatment of the transaction, if material; and
(vii) The federal income tax consequences of the transaction, if material.