SEC Adopts Changes to Cross Border Tender Offer Rules
On August 27, 2008, the Securities and Exchange Commission ("SEC") adopted significant changes to the rules regulating cross border tender offers. The final rules largely follow the changes proposed in May of this year, including:
- changing the measurement date, from 30 days prior to commencement of the tender offer to 60 days before announcement or 30 days after announcement, of U.S. ownership for purposes of determining eligibility for Tier 1 or Tier 2 cross-border rules exemptions;
- providing relief to bidders that are unable to use the 60/30 day measurement dates;
- amending the Tier 1 and Tier 2 exemptions in connection with going private transactions and multiple foreign tender offers done contemporaneously with US offers;
- relaxing rules regarding withdrawal of tender offers; and
making other changes that the SEC hopes have the effect of better ensuring that tender offers and similar transactions by foreign companies will be made available to U.S. shareholders. When combined with earlier rule changes and amendments with respect to such things as the use of international accounting standards and amendments to the Rule 12g3-2(b) registration exemption, the SEC continues on its quest to make the US capital markets friendlier and easier for foreign companies.
