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. 

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