21 Sep 2021
Tenderize the Deal: M&A Tender and Support Agreements
Buyers generally acquire a U.S. public company in one of two ways: either via a one-step merger, involving a shareholder meeting and vote, or a two-step transaction, involving a first-step tender offer followed by a second-step merger to acquire any untendered shares. The latter method does not require shareholder vote or approval of the target company’s board of directors. For this reason, tender offers are often utilized in public takeover bids as the only means to acquire majority ownership of a public company without the support of the target company’s board of directors. In such cases, the buyer will typically want to enter into tender and support agreements with certain key shareholders to ensure that they will tender their shares and, if applicable, vote any remaining shares in favor of the merger transaction. Check out this tender and support agreement template.
Related Content
- Tender Offers Distinctive Characteristics
Consider this complete guide to the key characteristics of a tender offer, as compared to other acquisition structures, and the benefits and drawbacks of such characteristics.
- Commencement of the Tender Offer
Take a dive into how to commence a tender offer, from drafting definitive agreements and preparing required SEC filings, to understanding what legal and financial advisors are generally retained and navigating the tender offer period.
- Tender Offers Under Amendments to the Delaware General Corporation Law
Understand the Delaware statutory framework impacting tender offers, particularly Sections 251(h) and 262 of the Delaware General Corporation Law.
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