Series 79 practice questionhardSchedule TO and Schedule 14D-9
During a hostile tender offer, the target company's board issues a Schedule 14D-9 recommending that shareholders reject the offer. A week later, the bidder increases the price by 20%. What must the target board do?
- ANothing; the original recommendation remains effective
- BImmediately accept the revised offer on behalf of shareholders
- CWithdraw the original Schedule 14D-9 and file a new one within 5 business days
- DFile an amendment to the Schedule 14D-9 to address the revised offer terms✓ Correct answer
Explanation
Why D — File an amendment to the Schedule 14D-9 to address the revised offer terms
When there is a material change in the information previously disclosed in the Schedule 14D-9, the target must promptly file an amendment. A 20% price increase constitutes a material change that the board must address, potentially re-evaluating its recommendation in light of the higher offer price. The board's fiduciary duties require it to evaluate the revised offer in good faith and provide shareholders with an updated recommendation based on the new terms.
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