Definition
Rule 14e-1 sets the core procedural rules applicable to all tender offers under Regulation 14E:
- 20-business-day minimum for the initial offer period
- 10-business-day extension required if the bidder makes a material change to the offer terms (e.g., price change, percentage sought)
- Prompt payment for tendered securities after expiration
- Prompt return of untendered or unaccepted securities
Why it matters
Rule 14e-1 is the source of the “20 business days” rule of thumb every practitioner knows. Compliance with it is non-negotiable; any extension or amendment that materially changes the offer triggers a fresh 10-day window.
Material vs immaterial changes
Not every amendment triggers a 10-day extension. An increase in price typically does; a clarifying statement or extension of an existing condition typically does not. Bidder counsel makes the materiality call — and often takes the conservative route of extending.