Definition
Rule 13e-4 under the Exchange Act governs issuer tender offers — tender offers in which the issuer of the securities is the buyer. It implements §13(e) of the Williams Act.
What it requires
- Filing of Schedule TO-I at commencement
- 20-business-day minimum offer window (same as Reg 14E)
- Withdrawal rights throughout the offer period
- Pro-rata acceptance if oversubscribed (with odd-lot exception)
- All-holders / best-price equal-treatment requirement
- Prohibition on the issuer purchasing target shares outside the tender offer for 10 business days after expiration
Why it matters
Issuer tender offers face stricter disclosure than third-party offers because the company has informational advantages over its own shareholders. Rule 13e-4 levels that field.
Going-private intersection
When an issuer tender offer is a step in a going-private transaction, the additional disclosure of Rule 13e-3 also applies.