Definition
The disclosure requirements for U.S. tender offers come from §14(d) and §14(e) of the Exchange Act and the rules thereunder. Together they require bidders to disclose material information about the offer, themselves, their financing, and their plans for the target.
Bidder disclosures
- Schedule TO with the offer-to-purchase as the central exhibit
- Source and amount of funds (financing commitment letter if relevant)
- Identity and background of the bidder, including criminal/regulatory history of executives
- Plans for the target post-close
Target disclosures
- Schedule 14D-9 with board recommendation
- Conflicts of interest of directors and officers
- Any fairness opinion obtained
- Background of any negotiations
Why it matters
The disclosure regime is what makes the U.S. tender-offer market functional. Shareholders facing a 20-business-day decision need accurate, comparable information to evaluate their options.