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14410.1 Audited financial statements for the two fiscal years required to be filed with the company's most recent annual report under Sections 13 and 15(d) of the 1934 Act;
a. For a bidder that is not subject to the periodic reporting requirements of the Exchange Act, audited financial statements for its most recently completed fiscal year must be included in a Schedule TO if the mailing date is beyond 90 days after the end of the fiscal year. If the proposed mailing date falls within 90 days after the end of the fiscal year, that Schedule need not include financial statements more current than as of the end of the third fiscal quarter of the most recently completed fiscal year unless the financial statements for the most recently completed fiscal year are available. See the Division of Corporation Finance's July 2001 Interim Supplement to Publicly Available Telephone Interpretations, Section H8.
b. For a bidder that is a foreign private issuer, the audited year-end financial statements must be included in a Schedule TO if the mailing date is beyond four months after the end of the fiscal year, unless the financial statements for the most recently completed fiscal year are available.
14410.2 Unaudited balance sheets, comparative year-to-date statements of comprehensive income and related earnings per share data, and statements of cash flows required to be included in the company's most recent quarterly report filed under the 1934 Act.
For a bidder that is a foreign private issuer, quarterly or other interim financial statements need not be included in a Schedule TO unless it has filed such information in a report on Form 6-K or made it publicly available in its home jurisdiction. This also applies to a foreign private issuer filing a Schedule 13E-3. If the foreign private issuer prepares its financial statements on the basis of a comprehensive body of accounting principles other than U.S. GAAP or IFRS as issued by the IASB, the quarterly or other interim financial information should include disclosures consistent with the guidance in Instruction 3 to Item 8.A.5 of Form 20-F. See the Division of Corporation Finance's July 2001 Interim Supplement to Publicly Available Telephone Interpretations, Section H9. (Last updated: 9/30/2012)
14410.3 [Reserved].
14410.4 Book value per share as of the date of the most recent balance sheet presented.
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