Tender Offer
Quick Definition
A public proposal by one party to purchase some or all of shareholders' stock at a specified price, typically at a premium to the current market price.
Key Takeaways
- A tender offer is a public proposal to buy shares at a specified premium price.
- They are regulated by the SEC under the Williams Act.
- Shareholders can choose to accept or reject the offer.
What Is Tender Offer?
A tender offer is a public, open offer made by one party (an acquiring company, investor group, or the company itself) to purchase some or all of shareholders' stock at a specified price during a set time period. The offer price is typically set at a premium of 20-50% above the current market price to incentivize shareholders to "tender" (sell) their shares. Tender offers are regulated by SEC rules (specifically the Williams Act) which require disclosure of the acquirer's intentions, funding sources, and plans for the target company. There are two main types: third-party tender offers (hostile or friendly acquisition attempts) and self-tender offers (where a company offers to buy back its own shares). Shareholders can choose to accept or reject the offer. If the tender offer is conditional on receiving a minimum number of shares (typically 50%+ for control), it may fail if not enough shareholders participate. Tender offers are a common mechanism in mergers, acquisitions, and going-private transactions.
Tender Offer Example
- 1Elon Musk launched a tender offer to acquire Twitter at $54.20 per share, a 38% premium to the undisturbed price.
- 2A company made a self-tender offer to repurchase 10% of its shares at $50 when the market price was $45.
Related Terms
Poison Pill
A defensive strategy used by a company's board to prevent or discourage hostile takeovers by diluting the acquiring company's stake.
Share Buyback
A corporate action where a company repurchases its own outstanding shares from the market, reducing the share count and potentially boosting earnings per share.
Going Public
The process by which a private company offers shares to public investors for the first time.
Outstanding Shares
The total number of shares of a company's stock currently held by all shareholders, including institutional investors, insiders, and the public.
Market Capitalization
The total market value of a company's outstanding shares, calculated by multiplying the stock price by the number of shares outstanding.
Stock
A security representing ownership in a corporation, entitling the holder to a share of profits and voting rights.
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