Love Me Tender: Tender Offer Conditions

A merger agreement for an acquisition structured as a tender offer has two sets of closing conditions: the conditions to the obligations to close the merger, which are usually pro-forma, and the conditions to the buyer’s obligation to purchase the shares tendered in the tender offer, which are where the real negotiations take place. This template from Practical Guidance provides negotiation and drafting hints for these all-important conditions.

READ NOW »

Related Content

• Agreement and Plan of Merger (Public Target, Cash, Two Step Tender Offer) (Pro-Buyer) (DE)
  Review this full merger agreement for a tender offer transaction.
• Tender Offers Distinctive Characteristics
  Consider this complete guide to the key elements of a tender offer.
• Market Trends 2019/2020: Tender and Exchange Offers
  Read this overview of recent trends in tender offer transactions, including practical considerations.

Practical Guidance Updates 
Featuring the latest updates in Practical Guidance.  

• The Practical Guidance Journal Spring 2021 Edition
  Learn how to avoid False Claims Act risks relating to federal funding for COVID-19 relief.
• Document alerts allow you to stay current on legal developments that affect your practice. Find    out how to set up your document alerts.

Experience results today with practical guidance, legal research, and data-driven insights—all in one place.

Experience Lexis+