1. Preparatory stage prior to pre-launch:

• Preparation of the bid by the bidder (study, due diligence, financing, obtaining a third party fairness opinion/valuation report, cash/funds confirmation letter, terms and conditions of offer)
• The bidder approaches the target and/or its key shareholders
• Negotiations with the target and/or its key shareholders
• Approval of board of directors for launch of offer
• Voluntary trading halt

2. Announce intention to make an offer:

• The offeror is required to make an announcement of its intention to make a tender offer in a national newspaper of general circulation either within (i) five business days from the approval by the board of directors of the selling shareholder(s) or the bidder relative to the purchase of shares that may result in a mandatory tender offer or (ii) 30 business days prior to the commencement of the tender offer.

3. Launching of the bid:

• The offeror shall be required to file with the SEC (with a copy to the target public company at its principal executive office and to each exchange where the securities sought to be acquired are listed for trading), together with the prescribed filing fee, the Initial Tender Offer Report (SEC Form 19-1) and all applicable exhibits. The filing and receipt by the SEC of the Initial Tender Offer Report is generally considered to be the date when the tender offer is deemed to have formally commenced.
• The offeror shall likewise publish the terms and conditions of the tender offer in two national newspapers of general circulation in the Philippines on the date of the commencement of the tender offer and for two consecutive days after compliance with the dissemination requirements under the Tender Offer Rules, including the distribution of notices to the holders of the class of securities sought to be acquired.

4. Offer Period:

• A tender offer, unless withdrawn, shall remain open until the expiration of: (a) at least 20 business days from its commencement, except that a tender offer should to the extent possible be completed within 60 business days from the date the intention to make such offer is publicly announced; or (b) at least 10 business days from the date the notice of a change in the percentage of the class of securities being sought or in the consideration offered is first published, sent or given to holders of the class of securities sought to be acquired.
• The offeror may not extend the period of a tender offer without prior clearance from the SEC through filing an exemptive relief application, and without issuing a notice of such extension by publication in a national newspaper of general circulation. The notice must disclose the total number of securities deposited or tendered to date and shall be made public not later than the scheduled original expiration date of the tender offer.

5. Tender, Acceptance, and Termination of the Offer:

• The offeror is required to permit holders of the securities tendered in a tender offer to withdraw the same (a) at any time during the period the tender offer remains open, and (b) if not yet accepted for payment, after the expiration of 60 business days from the commencement of the tender offer.
• If the tender offer is for less than the total outstanding securities of a class, but a greater number of securities is tendered, the offeror shall be obliged to accept and pay for the securities on a pro rata basis, disregarding fractions, according to the number of securities tendered by each security holder during the period the offer was open.
• In the event that the offeror increases the consideration offered after the tender offer has commenced, the offeror shall pay such increased consideration to all security holders whose tendered securities have been accepted for payment, whether or not the securities were tendered prior to the variation of the tender offer terms.
• In a mandatory tender offer (that is, where the tender offer is required to be made to all holders of the class of securities sought to be acquired), the offeror shall be compelled to offer the highest price paid by it for such securities during the preceding six months.
• If a tender offer has been announced but has not become unconditional and has been withdrawn or has lapsed, the offeror may not, without prior SEC approval, undertake a new tender offer or otherwise acquire securities of the target public company (which would require such person to make a mandatory tender offer) within six months from the date the tender offer had been withdrawn or had lapsed.

6. No later than 10 business days after the termination of the tender offer (that is, after the lapse of the tender offer period or the settlement of the tendered shares, as applicable), the offeror is required to complete an amended Tender Offer Report (to reflect the results of the tender offer) and file the same with the SEC.