Suffolk New York Stock Tender Agreement between EMC Corp., Eagle Merger Corp., Computer Concepts Corp., et al.
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FAQ
A tender offer often occurs when an investor proposes buying shares from every shareholder of a publicly traded company for a certain price at a certain time. The investor normally offers a higher price per share than the company's stock price, providing shareholders a greater incentive to sell their shares.
The need for shareholder approval of a merger is governed by state law. Typically, a merger must be approved by the holders of a majority of the outstanding shares of the target company.
The target must file a Schedule 14D-9. Within 10 business days of the commencement of a tender offer, the target company's board of directors must disseminate a statement to its security holders disclosing the target company's position with respect to the offer.
It's also important to note that tender offers can be made and carried out without the target company's board of directors giving approval for the shareholders to sell.
SEC Form CB is is used to register a tender or rights offer, pursuant to the Securities and Exchange Acts. SEC Form CB must be filed by both foreign and domestic persons engaged in the transaction.
Most of the time a majority shareholder vote is sufficient, although some targets require a supermajority vote per their incorporation documents or applicable state laws.
Usually merger proposals involve an offer to purchase the target shares at a price substantially above the pre-proposal market price and stockholders of acquired firms receive large capital gains in mergers. Unlike mergers, tender offers do not involve the veto power of incumbent management.
A tender offer is a public bid for stockholders to sell their stock. Typically, a tender offer is commenced when the company making the offer ? the bidder ? places a summary advertisement, or ?tombstone,? in a major national newspaper and the offer to purchase is printed and mailed to the target company's stockholders.
Similarly, an exchange offer (which is also technically a tender offer) is an offer, typically by the issuer, to exchange a holder's existing debt securities for new equity or debt securities of the offeror or other consideration (or a combination thereof).
A tender offer where the company seeks to acquire its own securities is often referred to as an issuer tender offer. A tender offer where a third party seeks to acquire another company's securities is referred to as a third party tender offer.