Santa Clara, California Schedule 14D-9 is a legal document that serves as a solicitation and recommendation statement for companies involved in the acquisition process. This statement plays a crucial role in publicizing and providing essential information about a tender offer, providing shareholders with the necessary details to make an informed decision. The Schedule 14D-9 is a requirement of the Securities Exchange Act of 1934 and is filed with the United States Securities and Exchange Commission (SEC). It is used by companies that are targets of a tender offer to disseminate information to their shareholders regarding the offer and its terms. This solicitation and recommendation statement typically includes vital information such as the background of the offer, reasons behind the tender offer, the terms and conditions being offered, any potential conflicts of interest, and the recommendation of the target company's board of directors. Different types of Santa Clara, California Schedule 14D-9 Solicitationio— - Recommendation Statements may include: 1. Friendly Tender Offer: This type of statement is issued when the target company's board of directors is supportive of the tender offer and recommends that shareholders accept the offer. 2. Hostile Tender Offer: In contrast to the friendly offer, a hostile tender offer occurs when the target company's board of directors disapproves of the tender offer and advises shareholders to reject it. This type of Schedule 14D-9 might outline reasons why the board believes the offer is not in the best interest of the shareholders. 3. Modified Tender Offer: Sometimes, the board of directors may believe that the terms of the original tender offer need modification or negotiation. In such cases, a modified Schedule 14D-9 is filed to present the amended terms to the shareholders. 4. Standstill Agreement: In some situations, the target company and the acquiring company may enter into a standstill agreement. As part of this agreement, the target company agrees not to take certain defensive actions while negotiations occur. A Schedule 14D-9 might be filed to disclose the terms and purpose of the standstill agreement. In conclusion, Santa Clara, California Schedule 14D-9 Solicitationio— - Recommendation Statement is a significant legal document that provides shareholders with important information regarding a tender offer. It allows companies to disclose their stance on the offer and helps shareholders make informed decisions regarding their investments. Different types of Schedule 14D-9 can include friendly, hostile, modified, or those related to standstill agreements.