Tender Offers: Overview

by Practical Law Corporate & Securities

A Practice Note that provides an overview of tender offers as a method for acquiring a public company. This Practice Note discusses the key features of tender offers, including their use in both friendly (negotiated) and hostile acquisitions. It explains the typical two-step merger structure, involving a front-end tender offer followed by a back-end merger, and details the various types of mergers such as long-form, short-form, and intermediate-form mergers under Section 251(h) of the Delaware General Corporation Law (DGCL). This resource also examines the primary considerations in structuring a tender offer, including the choice between cash and stock consideration, and outlines the regulatory framework under the Williams Act and rules of the Securities and Exchange Commission (SEC). Furthermore, this Practice Note addresses the principal disclosure documents required, such as the Schedule TO and Schedule 14D-9, and explores the key timing advantages that make two-step mergers with a first-step tender offer an attractive option compared to one-step mergers.