Tender offer

In corporate finance, a tender offer is a type of public takeover bid. The tender offer is a public, open offer or invitation (usually announced in a newspaper advertisement) by a prospective acquirer to all stockholders of a publicly traded corporation (the target corporation) to tender their stock for sale at a specified price during a specified time, subject to the tendering of a minimum and maximum number of shares. In a tender offer, the bidder contacts shareholders directly; the directors of the company may or may not have endorsed the tender offer proposal.

To induce the shareholders of the target company to sell, the acquirer's offer price is usually at a premium over the current market price of the target company's shares. For example, if a target corporation's stock was trading at $10 per share, an acquirer might offer $11.50 per share to shareholders on the condition that 51% of shareholders agree. Cash or securities may be offered to the target company's shareholders, although a tender offer in which securities are offered as consideration is generally referred to as an "exchange offer".

Governing law

See also

• Bond Tender Offer
• Bond exchange offer
• Mini-tender offer
• Mergers and acquisitions
• Contract awarding
• List of largest mergers and acquisitions

References

株式公開買付け

• SEC FAQ on tender offers
• SEC regulations governing tender offers
• David Offenberg, Christo A. Pirinsky, "How do acquirers choose between mergers and tender offers?" Journal of Financial Economics, 2015.
• J. Fred Weston, Mark L. Mitchell, J. Harold Mulherin, Takeovers, Restructuring, and Corporate Governance