Osc Notice On Premature Announcements Of Take Over Bids

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NOTICE I BE; PREMATllRE ANOUNCEMENTS O!' 'lAUOVR

BIDS, MERGERS, AMGATIONS OR OTHE~ CORPORATE RESTRUCTURING

The comission has become increasingly concened

-Dut the numer of proposals for takeover bids, mergers. amalgamtions or other fo:r of corprate restruetudng whieh have been annc:nUlced with a

substantial period elapsing before definitive documentation issues or, on occasion, a follow-up

announceent 1s maàe that the proposal has been abandoned or møteriai~ altered. The press release

maing ~e announcemt frequently qives sufficient information to affect the market price of the securities

of hauers namd in the proposal. Substantial

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uncertainty is often erea tea in the market place

because of lack of detail. Unifo~ Act Policy 2-12 request.s that. t.e Commission

be advised of such proposed action on an "early warningft confidential basis. This enables the Comission to institute a stock watch program pending the time that

definitive documentation is published. Only when

there appears to be a leak of informtion with ~e market responding on th basis of incomplete or misleading

information will the Coission request ~at an appropriate press release be made. Trading may be halted temporarily 1: allow th1a process to take place

in an orderly manner. Apart from Uiat situation the policy does not request that & public anouncement be

made.

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"le maing Df il stateent. 'tiit. 'te party intends t.o proceed implies a present willingnss ana abilit.y t.o carry out. tht. intent.. If the. part.y IIking the

public anouncement. is DOt. in a position 't IDxe ~e definitive proposal shortly aft.er making the prass

release, the. making of 1; anouncemt. will be considered premt.ure and misi..ding.

It. is emphasized that the CorssioD i. anxious that issuers continue, .s in the past, ~ give it early warning on a confidential basis. It 1s

equally eoncerned that. premature anounceenU, in aome instaces on what appears ~ be il -trial balloon. basis i not be made.

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