Dancing the Two-Step: Two-Step Merger Timetable Checklist (Cash Merger With First-Step Tender Offer)

If a target company’s board turns out to be amenable, an unsolicited tender offer can become a friendly one. Use this checklist to track the sequence and steps of a two-step merger transaction in the context of a friendly, negotiated, all-cash acquisition.

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• Agreement and Plan of Merger (Public Target, Cash, Two-Step Tender Offer) (Pro-Buyer) (DE)
  Acquire a public company via a tender offer followed by a back-end, reverse-triangular merger.
• Closing the Steps of a Two-Step Acquisition
  See the possible outcomes of the tender offer and the mechanics of the back-end merger.
• Two-Step Acquisitions Benefits and Drawbacks
  Look into the pros and cons of structuring a tender offer as a two-step acquisition.
• 90 Percent Ownership in Tender Offers
  Meet the statutory threshold for a short-form merger in the context of a tender offer.

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