Mississippi § 75-72-111 - Withdrawals or variations of offers.

§ 75-72-111. Withdrawals or variations of offers.

A bidder shall provide that any equity securities of a subject company deposited or tendered pursuant to a tender offer may be withdrawn by or on behalf of any person who has deposited securities pursuant to the tender offer: (a) at any time until the expiration of fifteen (15) business days from the date of such tender offer was first published or sent or given to security holders; and (b) on the date and until the expiration of ten (10) business days following the date of another bidder’s tender offer is first published or sent or given to security holders for securities of the same class, provided that the bidder has received notice or otherwise has knowledge of the commencement of such other tender offer and, provided further, that withdrawal may only be effected with respect to securities which have not been accepted for payment in the manner set forth in the bidder’s tender offer prior to the date such other tender offer is first published or sent or given to security holders; and (c) at any time after sixty (60) days from the date the original tender offer was first published or sent or given to security holders. The time periods for withdrawal rights pursuant to this section shall be computed on a concurrent, as opposed to a consecutive, basis. If a bidder makes a tender offer for less than all the outstanding equity securities of any class, and if the number of securities deposited or tendered pursuant thereto, within ten (10) days after the offer is first published or sent or given to security holders, or at the written election of the bidder any period which exceeds such ten (10) days and/or any period which exceeds ten (10) days from the date that notice of an increase in the consideration offered is first published or sent or given to offerees, is greater than the number the offeror has offered to accept and pay for, the securities shall be accepted pro rata, disregarding fractions, according to the number of securities deposited or tendered by each offeree. If a bidder varies the terms of a tender’s offer before its expiration date by increasing the consideration offered to the offerees, the bidder shall pay the increased consideration for all equity securities accepted whether the securities have been accepted by the bidder before or after the variation in the terms of the offer. No bidder shall make a tender offer at any time when an injunctive proceeding that has not been finally determined has been brought by the secretary of state against the bidder for violation of Sections 75-72-101 through 75-72-121 unless the bidder shall disclose the pendency of that proceeding in the bidder’s disclosure statement filed under Section 75-72-101 through 75-72-121 and in the tender offer materials first published or sent or given to offerees.