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← Series 79: M&A, Tender Offers & Restructuring
Series 79 practice questionmediumSchedule TO and Schedule 14D-9

Which of the following statements about Schedule 14D-9 is correct?

  1. AIt is filed by the bidder to disclose the source of funds for the tender offer
  2. BIt is filed by the target company to communicate its board's recommendation on the tender offer✓ Correct answer
  3. CIt must be filed before the tender offer is commenced
  4. DIt is only required for hostile tender offers
Explanation

Why B — It is filed by the target company to communicate its board's recommendation on the tender offer

Schedule 14D-9 is the target company's solicitation/recommendation statement filed with the SEC in response to a tender offer. It communicates the board's recommendation to shareholders and must disclose any conflicts of interest, arrangements with the bidder, and the basis for the board's recommendation. It is required for both friendly and hostile tender offers to ensure shareholders receive the board's informed perspective.

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