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oJ :¡/~ 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

- 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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