Q: "Public announcement" is defined in Rule 165(c) and the revised tender offer rules, but does not address the specificity of the announcement. Would a vague announcement that does not identify a specific transaction constitute a public announcement that would trigger the obligations of the rule? For example: "We are seeking a buyer for our company..." or "In the third quarter of the year, we intend to make an issuer tender offer at a price to be decided at the time..."

A: A statement may be a public announcement even if all of the terms of the transaction are not set. If the parties to the transaction are announced, that should be enough to trigger the announcement. For example, if XCo publicly states its intention to acquire YCo, even if it does not give a time frame, price or form of the transaction, this should constitute a public announcement. Similarly, if a company publicly states that it intends to have an issuer tender offer later in the year, this should constitute a public announcement. This result should not be too burdensome since the only communications that need to be filed are those in connection with or relating to the transaction.

Q:  When does a bidder pay the filing fee, on announcement or commencement? The issue comes up because preliminary written communications must be filed under cover of Schedule TO.

A:  The filing fee must be paid on commencement, when the tender offer disclosure document is filed. See Instruction D to Schedule TO.