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Securities Lawyer's Deskbook                          published by The University of Cincinnati College of Law

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Rule 14e-8 -- Prohibited Conduct in Connection with Pre-commencement Communications

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It is a fraudulent, deceptive or manipulative act or practice within the meaning of section 14(e) of the Act for any person to publicly announce that the person (or a party on whose behalf the person is acting) plans to make a tender offer that has not yet been commenced, if the person:

1. Is making the announcement of a potential tender offer without the intention to commence the offer within a reasonable time and complete the offer;
   
   
2. Intends, directly or indirectly, for the announcement to manipulate the market price of the stock of the bidder or subject company; or
   
   
3. Does not have the reasonable belief that the person will have the means to purchase securities to complete the offer.
   
   

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