November 15, 2006
Corp Fin No-Action Letter: Novel Tender Offer Relief
In this no-action letter, the SEC Staff granted relief in connection with Bayer’s tender offer for Schering to permit the bidder to provide for a two-month subsequent offering period. SEC rules limit the subsequent offering period to 20 business days. This relief was granted to avoid a conflict with German law which permits a longer period. The SEC also granted relief allowing the bidder to adjust the consideration offered (during both the initial offering period as well as the subsequent offering period) in order to take into account any statutory interest as well as the payment of any guaranteed dividends payable pursuant to the terms of the agreement between the parties and German law. So rather unique fact pattern – but you are not going to see this come up every day…