Glossary
Tender offer glossary
144 definitions across 13 categories — the most comprehensive plain-English reference for tender offer terminology.
A tender offer is a structured, time-bound invitation to a defined group of shareholders to sell shares at a fixed price. The same term covers two very different worlds: the U.S. public-company M&A regime under the Williams Act, and the recurring private-company employee liquidity programs run by late-stage unicorns. This glossary covers both — every term a participant, advisor, or analyst is likely to encounter.
Browse by category below, jump to a process stage in the timeline, or scroll to the alphabetical view.
Process timeline
Where each term fits in the lifecycle
- 1 Setup
Pre-deal structuring, advisor engagement, eligibility design.
— - 2 Pre-launch
Document drafting, regulatory filings, eligibility list finalization.
- 3 Offer window
Active period — holders elect, withdraw, and ask questions.
- 4 Close
Expiration, election aggregation, allocation arithmetic.
- 5 Settlement
Funds wired, withholding applied, shares transferred, binder assembled.
Core concepts
13 terms
The fundamental terms — what a tender offer is, and the building-block variants you'll see in every deal.
- Cash tender offerA tender offer in which all consideration is paid in cash.
- Exchange offerA tender offer in which the consideration is securities of the bidder (typically stock) instead of cash.
- Issuer tender offerA tender offer in which the company itself is the buyer of its own shares.
- Mini-tender offerA tender offer for less than 5% of a public company's outstanding shares — exempt from most Williams Act disclosure requirements.
- Mixed consideration offerA tender offer that pays a blend of cash and securities for each tendered share.
- Odd-lot tenderA tender offer feature that gives priority acceptance to shareholders holding fewer than 100 shares (an odd lot).
- Partial tender offerA tender offer that seeks to acquire less than 100% of a target's outstanding shares.
- Secondary saleA bilateral transfer of private-company shares from an existing shareholder to a new buyer.
- Self-tenderPlain-English label for an issuer tender offer — a company buying back its own shares via a structured tender.
- Shareholder liquidityAny structured event that converts private-company holdings into cash for shareholders.
- Tender offerA structured, time-bound invitation to a defined group of shareholders to sell shares at a fixed price.
- Third-party tender offerA tender offer in which an outside party (not the issuer) buys shares from existing shareholders.
- Two-tier tender offerA tender offer with a front-end partial offer at one price and a back-end merger at a different (typically lower) price.
Regulatory & legal
16 terms
The U.S. statutory framework — the Williams Act, Schedule TO, Reg 14D/14E, Rule 13e-4, and related rules.
- All-holders / best-price ruleTender offers must be open to all holders of the class and pay the highest price paid to any other holder.
- Anti-fraud provisionsSections 14(e) and Rule 10b-5 prohibit untrue statements, omissions, and manipulative practices in tender offers.
- Board recommendation statementThe target board's formal stance on a tender offer — accept, reject, no opinion, or unable to take a position.
- Disclosure requirementsThe mandatory disclosures bidders and targets must make to shareholders and the SEC during a tender offer.
- Regulation 14DSEC rules governing third-party tender offers for registered equity securities of public companies.
- Regulation 14ESEC rules of general application to all tender offers — anti-fraud, the 20-business-day minimum window, and prompt payment.
- Rule 13e-4SEC rule governing issuer tender offers — the company-funded buyback regime.
- Rule 14e-1The procedural rule requiring tender offers to remain open at least 20 business days, with extension obligations.
- Rule 14e-5Prohibition on bidder purchases of target securities outside the tender offer during the offer period.
- Schedule 13DBeneficial-ownership filing required when a person crosses 5% ownership of a public company's class of equity securities.
- Schedule 13GShort-form beneficial-ownership filing for passive holders of more than 5% of a public company's shares.
- Schedule 14D-9The target board's mandatory response statement, required within 10 business days of a third-party tender offer launch.
- Schedule TOThe SEC filing required from any party making a tender offer for a registered security of a public company.
- SEC review processHow SEC staff reviews tender-offer filings — typically by selective comment rather than pre-approval.
- Takeover lawsState-level statutes (notably Delaware §203) that constrain hostile takeovers via super-voting requirements, business combination delays, or fair-price rules.
- Williams ActThe 1968 amendments to the Securities Exchange Act of 1934 that establish the U.S. tender-offer disclosure regime.
Mechanics & process
20 terms
How tender offers actually run — conditions, windows, withdrawal rights, allocation, settlement.
- Amendment to offerA change to the terms of an outstanding tender offer, requiring an amended Schedule TO and (if material) a 10-business-day extension.
- Cashless exerciseExercising stock options inside a tender offer using sale proceeds to cover the strike price and withholding.
- Extension of offerLengthening the tender offer period beyond its scheduled expiration, often to satisfy conditions or accommodate a price change.
- Financing conditionA closing condition that the bidder secure financing sufficient to fund the offer.
- Guaranteed deliveryA procedure allowing a shareholder to tender shares before all paperwork or certificates are in hand, with delivery promised within a few business days.
- Maximum tender conditionA cap on the total shares the bidder will accept; if exceeded, acceptance is pro-rated.
- Minimum tender conditionA condition requiring a minimum number of shares to be tendered before the bidder is obligated to accept any.
- Notice of Guaranteed DeliveryThe form an eligible institution signs to commit to delivering tendered securities within a few business days after expiration.
- Offer priceThe per-share consideration the bidder will pay for shares tendered into the offer.
- Offer windowThe fixed period during which eligible sellers can elect to participate in a tender offer.
- OversubscriptionWhen eligible sellers tender more shares in aggregate than the program is sized to buy.
- Pro-rata allocationAn allocation rule that scales every electing seller's tendered shares by the same uniform factor.
- Regulatory approval conditionA closing condition requiring antitrust, foreign investment, or sectoral regulatory clearances before the offer can close.
- SettlementThe phase in which buyer funds are wired, withholding is applied, proceeds are disbursed, and shares are recorded as transferred.
- Subsequent offering periodA period (typically 3+ business days) after the initial offer expires during which more shares can be tendered at the same price, with no withdrawal rights.
- Tender deadlineThe fixed close of the offer window, after which elections cannot be submitted or modified.
- Tendering sharesThe act of a shareholder formally electing to sell their shares into a tender offer.
- Withdrawal of tenderA shareholder's revocation of a previously submitted tender, allowed under withdrawal rights throughout the offer period.
- Withdrawal rightsThe seller's right to withdraw a previously submitted tender election before the tender deadline.
- Withholding taxTax withheld by the paying agent from gross proceeds before disbursement to the seller.
Pricing & valuation
11 terms
How offer prices are set, evaluated, and traded — premiums, fairness opinions, arbitrage spreads.
- Arbitrage spreadThe gap between the announced offer price and the target's market trading price, representing the market's view of completion risk.
- Clearing priceIn an auction-style tender offer, the price at which aggregate bids equal the program's available size.
- CollarA mechanism in stock-for-stock deals that adjusts the exchange ratio if the bidder's stock price moves outside a defined range.
- Comparable companies analysisValuing a target by reference to the trading multiples of similar public companies.
- Consideration mixThe proportion of cash vs. securities (or other forms) used as consideration in a tender offer.
- Discounted cash flowA valuation technique that projects future free cash flows and discounts them to present value using a risk-adjusted rate.
- Fairness opinionA financial advisor's formal opinion that the consideration offered is fair to the target shareholders from a financial point of view.
- Market price vs offer priceThe relationship between the target's market trading price and the bidder's offer price — drives the arbitrage spread and signals deal-completion expectations.
- Precedent transactionsValuing a target by reference to the multiples paid in comparable past M&A transactions.
- Risk arbitrageAn investment strategy that profits from the spread between an announced deal's offer price and the target's market price, betting on deal completion.
- Tender offer premiumThe percentage by which the offer price exceeds the target's pre-announcement market price.
Deal structure & strategy
12 terms
Friendly vs. hostile, two-tier structures, going-private transactions, LBOs.
- Back-end mergerThe follow-on merger that cashes out untendered shares after a successful tender offer.
- Bear hugAn unsolicited but public acquisition proposal pressuring a target board to engage by appealing over the board to shareholders.
- Creeping tender offerAcquiring a controlling stake through gradual open-market or private purchases instead of a formal tender offer.
- Freeze-outA controlling-shareholder-led transaction that eliminates the minority's equity interest, typically via merger.
- Friendly tender offerA tender offer launched with the support of the target board, typically after a negotiated merger agreement.
- Front-end loaded offerA two-tier tender offer with higher consideration in the front-end tender than in the back-end merger.
- Going-private transactionA transaction that converts a public company into a private one by eliminating the public shareholder base.
- Hostile tender offerA tender offer launched without the target board's support, taking the bid directly to shareholders.
- Leveraged buyoutAn acquisition financed primarily with debt, typically by a private equity sponsor.
- Short-form mergerA streamlined merger procedure available when an acquirer owns 90%+ of a target — no shareholder vote required.
- Squeeze-out mergerA merger that cashes out minority shareholders against their will after a controlling shareholder gains a sufficient stake.
- Takeover bidGeneric term for an offer to acquire control of a public company; in non-U.S. usage often synonymous with tender offer.
Defensive measures
10 terms
How target boards can resist hostile bids — poison pills, white knights, staggered boards.
- Crown jewel defenseA defense in which the target sells or commits to sell its most valuable asset, making the target less attractive to the hostile bidder.
- Fair price provisionA charter provision requiring any back-end transaction to provide consideration at least equal to the highest tender-offer price.
- Golden parachuteA contractual severance package paid to executives if they are terminated following a change in control.
- Pac-Man defenseA defense in which the target turns the tables and launches its own tender offer for the bidder.
- Poison pillA defense that lets target shareholders other than a hostile bidder buy shares at a steep discount, severely diluting the bidder.
- Shareholder rights planThe formal name for a poison pill — a plan distributing dilutive rights triggered by a hostile acquirer crossing an ownership threshold.
- Staggered boardA board structure in which only a fraction of directors stand for election each year, slowing hostile control changes.
- Supermajority votingA charter provision requiring a vote higher than a simple majority for certain corporate actions, particularly business combinations.
- White knightA friendly third-party acquirer that a target solicits as an alternative to a hostile bidder.
- White squireA friendly party that takes a significant minority stake in the target — large enough to deter a hostile bid without acquiring control.
Intermediaries & roles
14 terms
The cast of advisors, agents, and counsel that runs a tender offer.
- BidderThe party making a tender offer for a target's securities; synonymous with offeror.
- BuyerThe party that actually purchases the tendered shares.
- Cap table administratorThe platform or party that maintains the eligibility list, processes elections, and records share transfers in a tender offer.
- Dealer managerThe broker-dealer engaged by the bidder to coordinate the tender-offer process and solicit tenders.
- DepositaryThe bank or trust company that receives tendered shares, processes withdrawals, allocates pro-rata, and disburses consideration.
- Financial advisorAn investment bank engaged by the bidder or target to provide M&A advice, fairness opinions, and deal execution support.
- Information agentThe single channel for all communications with eligible sellers in a tender offer.
- IssuerThe company whose shares are being tendered.
- Legal counselOutside law firms engaged by the bidder, target, and other parties to handle deal documentation, regulatory compliance, and litigation.
- OfferorThe party making the tender offer; synonymous with bidder, more common in non-U.S. regulatory regimes.
- Paying agentThe party that handles money in (from buyers) and money out (to eligible sellers) in a tender offer.
- Proxy solicitorA specialty firm engaged to communicate with shareholders about a tender offer, vote, or contest.
- Target companyThe company whose shares are sought in a tender offer; in non-U.S. usage often called the offeree company.
- Transfer agentThe party that maintains the official record of share ownership and processes legal transfers.
Post-offer outcomes
6 terms
What happens after the tender expires — successful close, back-end mergers, delisting, integration.
- DelistingRemoval of a company's securities from a public stock exchange, typically following a successful take-private.
- Failed tender offerA tender offer in which the minimum condition isn't met or another closing condition fails — the bidder doesn't accept any shares.
- IntegrationCombining the operations, systems, people, and culture of the target into the acquirer post-close.
- Minority squeeze-outThe forcible cash-out of remaining minority shareholders following a controlling acquisition — typically via short-form merger or §251(h).
- Successful tender offerA tender offer in which the minimum tender condition is met and all other conditions satisfied, leading to acceptance and settlement.
- Take-private completionThe final step in a going-private transaction — back-end merger and exchange-delisting that converts a public company to private.
Cross-border & non-US
6 terms
Tender offer regimes outside the U.S. — the EU Takeover Directive, mandatory bid rules, schemes of arrangement.
- Compulsory acquisitionThe right of an acquirer who reaches a high ownership threshold to forcibly buy out remaining minority shareholders — non-U.S. analog of the squeeze-out merger.
- Host country regulationsThe local-jurisdiction regulatory rules that apply to a tender offer in addition to (or instead of) the bidder's home jurisdiction rules.
- Mandatory bid ruleA rule requiring a person who acquires control of a public company to make a tender offer for all remaining shares at a defined minimum price.
- Scheme of arrangementA court-approved corporate procedure (UK / Commonwealth) used as an alternative to a tender offer for friendly acquisitions.
- Takeover DirectiveThe EU directive harmonizing takeover bid rules across member states — establishes mandatory bid, equal treatment, and no-frustration principles.
- Tender offer thresholdsThe ownership levels that trigger filing, disclosure, mandatory bid, or other regulatory consequences in tender-offer regimes.
Risks & edge cases
7 terms
Coercive structures, insider trading, disclosure violations, appraisal rights.
- Appraisal rightsA statutory right of certain shareholders to demand judicial determination of the fair value of their shares in a merger.
- Coercive tender offerA tender offer structured to pressure shareholders to tender against their economic interests — typically through partial offers or two-tier pricing.
- Disclosure violationsFailures to disclose required information in tender-offer filings — Schedule TO, Schedule 14D-9, and related amendments.
- Insider trading concernsThe risk of trading on material non-public information about a pending tender offer — subject to Rule 14e-3's strict liability standard.
- Litigation riskThe risk of shareholder, regulatory, or competitor lawsuits during or after a tender offer — challenging price, process, disclosure, or defensive tactics.
- Market manipulationTrading or other activity intended to artificially affect the price of target or bidder securities during a tender offer.
- Partial offer riskThe risk that shareholders who don't tender into a partial offer end up holding a minority stake in a now-controlled company at uncertain future prices.
Advanced & contractual
12 terms
Auction structures, top-up options, drag/tag-alongs, lock-ups, no-shops, break-up fees.
- Break-up feeA fee payable by the target to the bidder if the target accepts a competing transaction or otherwise breaches the merger agreement.
- Drag-along rightsA contractual right allowing majority shareholders to compel minority shareholders to participate in a sale of the company on the same terms.
- Dutch auction tender offerA tender offer in which holders submit prices within a stated range; the company buys at the lowest price clearing the targeted size.
- Fixed-price tender offerA tender offer with a single, pre-announced offer price — the standard structure for most M&A and private-company tenders.
- Go-shop clauseA merger-agreement provision permitting the target to actively solicit competing bids for a defined period after signing.
- Lock-up agreementA contractual commitment by a significant shareholder to tender into (or vote for) a specific acquisition transaction.
- No-shop clauseA merger-agreement provision prohibiting the target from soliciting or actively negotiating with competing bidders.
- Reverse break feeA fee payable by the bidder to the target if the bidder fails to close — typically due to financing failure or regulatory denial.
- Standstill agreementA contractual agreement by a party not to acquire additional shares (or pursue control) of a target above defined thresholds for a specified period.
- Tag-along rightsA contractual right allowing minority shareholders to participate in a sale by majority shareholders on the same terms.
- Termination feeA fee payable upon termination of the merger agreement under defined triggers; can flow either direction depending on which party terminates.
- Top-up optionA right granted by the target to the bidder to buy newly-issued shares at the offer price — used to push tender results above the 90% short-form merger threshold.
Documents
8 terms
The paper trail — offer-to-purchase, letter of transmittal, Schedule TO, financing commitment letters.
- Closing binderThe post-close compendium of executed documents, certificates, and confirmations that memorializes a tender offer.
- Disclosure packageThe financials, risk factors, and ancillary materials that accompany the offer-to-purchase in a tender offer.
- Financing commitment letterA letter from lenders committing to provide debt financing to fund a tender offer, typically required as a Schedule TO exhibit.
- Letter of transmittalThe seller's election form in a tender offer.
- Offer to purchaseThe binding governing document of a tender offer — eligibility, price, window, allocation, and settlement.
- Press release announcementThe public press release that typically accompanies the launch (and amendments) of a tender offer.
- Tender documentsThe package of documents that govern a tender offer — most centrally the offer-to-purchase and the letter of transmittal.
- Tender offer statementThe Schedule TO filing — the formal SEC tender-offer disclosure document.
All terms, alphabetical
Every term across every category in one A–Z list.
A
- All-holders / best-price ruleTender offers must be open to all holders of the class and pay the highest price paid to any other holder.
- Amendment to offerA change to the terms of an outstanding tender offer, requiring an amended Schedule TO and (if material) a 10-business-day extension.
- Anti-fraud provisionsSections 14(e) and Rule 10b-5 prohibit untrue statements, omissions, and manipulative practices in tender offers.
- Appraisal rightsA statutory right of certain shareholders to demand judicial determination of the fair value of their shares in a merger.
- Arbitrage spreadThe gap between the announced offer price and the target's market trading price, representing the market's view of completion risk.
B
- Back-end mergerThe follow-on merger that cashes out untendered shares after a successful tender offer.
- Bear hugAn unsolicited but public acquisition proposal pressuring a target board to engage by appealing over the board to shareholders.
- Beneficial ownerThe party who has economic ownership of a security and the right to vote and tender it, even if shares are held in someone else's name.
- BidderThe party making a tender offer for a target's securities; synonymous with offeror.
- Board recommendation statementThe target board's formal stance on a tender offer — accept, reject, no opinion, or unable to take a position.
- Break-up feeA fee payable by the target to the bidder if the target accepts a competing transaction or otherwise breaches the merger agreement.
- Broker instructionsA street-name holder's direction to their broker about whether and how to tender shares into a tender offer.
- BuyerThe party that actually purchases the tendered shares.
C
- Cap table administratorThe platform or party that maintains the eligibility list, processes elections, and records share transfers in a tender offer.
- Cash tender offerA tender offer in which all consideration is paid in cash.
- Cashless exerciseExercising stock options inside a tender offer using sale proceeds to cover the strike price and withholding.
- Clearing priceIn an auction-style tender offer, the price at which aggregate bids equal the program's available size.
- Closing binderThe post-close compendium of executed documents, certificates, and confirmations that memorializes a tender offer.
- Coercive tender offerA tender offer structured to pressure shareholders to tender against their economic interests — typically through partial offers or two-tier pricing.
- CollarA mechanism in stock-for-stock deals that adjusts the exchange ratio if the bidder's stock price moves outside a defined range.
- Comparable companies analysisValuing a target by reference to the trading multiples of similar public companies.
- Compulsory acquisitionThe right of an acquirer who reaches a high ownership threshold to forcibly buy out remaining minority shareholders — non-U.S. analog of the squeeze-out merger.
- Consideration mixThe proportion of cash vs. securities (or other forms) used as consideration in a tender offer.
- Creeping tender offerAcquiring a controlling stake through gradual open-market or private purchases instead of a formal tender offer.
- Crown jewel defenseA defense in which the target sells or commits to sell its most valuable asset, making the target less attractive to the hostile bidder.
D
- Dealer managerThe broker-dealer engaged by the bidder to coordinate the tender-offer process and solicit tenders.
- Dealer manager instructionsOperational guidance from the bidder's dealer manager to brokers about how to process tenders into the offer.
- DelistingRemoval of a company's securities from a public stock exchange, typically following a successful take-private.
- DepositaryThe bank or trust company that receives tendered shares, processes withdrawals, allocates pro-rata, and disburses consideration.
- Disclosure packageThe financials, risk factors, and ancillary materials that accompany the offer-to-purchase in a tender offer.
- Disclosure requirementsThe mandatory disclosures bidders and targets must make to shareholders and the SEC during a tender offer.
- Disclosure violationsFailures to disclose required information in tender-offer filings — Schedule TO, Schedule 14D-9, and related amendments.
- Discounted cash flowA valuation technique that projects future free cash flows and discounts them to present value using a risk-adjusted rate.
- Drag-along rightsA contractual right allowing majority shareholders to compel minority shareholders to participate in a sale of the company on the same terms.
- Dutch auction tender offerA tender offer in which holders submit prices within a stated range; the company buys at the lowest price clearing the targeted size.
E
- Eligible sellerA shareholder whom the issuer has invited to participate in the tender offer.
- Exchange offerA tender offer in which the consideration is securities of the bidder (typically stock) instead of cash.
- Extension of offerLengthening the tender offer period beyond its scheduled expiration, often to satisfy conditions or accommodate a price change.
F
- Failed tender offerA tender offer in which the minimum condition isn't met or another closing condition fails — the bidder doesn't accept any shares.
- Fair price provisionA charter provision requiring any back-end transaction to provide consideration at least equal to the highest tender-offer price.
- Fairness opinionA financial advisor's formal opinion that the consideration offered is fair to the target shareholders from a financial point of view.
- Financial advisorAn investment bank engaged by the bidder or target to provide M&A advice, fairness opinions, and deal execution support.
- Financing commitment letterA letter from lenders committing to provide debt financing to fund a tender offer, typically required as a Schedule TO exhibit.
- Financing conditionA closing condition that the bidder secure financing sufficient to fund the offer.
- Fixed-price tender offerA tender offer with a single, pre-announced offer price — the standard structure for most M&A and private-company tenders.
- Freeze-outA controlling-shareholder-led transaction that eliminates the minority's equity interest, typically via merger.
- Friendly tender offerA tender offer launched with the support of the target board, typically after a negotiated merger agreement.
- Front-end loaded offerA two-tier tender offer with higher consideration in the front-end tender than in the back-end merger.
G
- Go-shop clauseA merger-agreement provision permitting the target to actively solicit competing bids for a defined period after signing.
- Going-private transactionA transaction that converts a public company into a private one by eliminating the public shareholder base.
- Golden parachuteA contractual severance package paid to executives if they are terminated following a change in control.
- Guaranteed deliveryA procedure allowing a shareholder to tender shares before all paperwork or certificates are in hand, with delivery promised within a few business days.
H
I
- Information agentThe single channel for all communications with eligible sellers in a tender offer.
- Insider trading concernsThe risk of trading on material non-public information about a pending tender offer — subject to Rule 14e-3's strict liability standard.
- IntegrationCombining the operations, systems, people, and culture of the target into the acquirer post-close.
- IssuerThe company whose shares are being tendered.
- Issuer tender offerA tender offer in which the company itself is the buyer of its own shares.
L
- Legal counselOutside law firms engaged by the bidder, target, and other parties to handle deal documentation, regulatory compliance, and litigation.
- Letter of transmittalThe seller's election form in a tender offer.
- Leveraged buyoutAn acquisition financed primarily with debt, typically by a private equity sponsor.
- Litigation riskThe risk of shareholder, regulatory, or competitor lawsuits during or after a tender offer — challenging price, process, disclosure, or defensive tactics.
- Lock-up agreementA contractual commitment by a significant shareholder to tender into (or vote for) a specific acquisition transaction.
M
- Mandatory bid ruleA rule requiring a person who acquires control of a public company to make a tender offer for all remaining shares at a defined minimum price.
- Market manipulationTrading or other activity intended to artificially affect the price of target or bidder securities during a tender offer.
- Market price vs offer priceThe relationship between the target's market trading price and the bidder's offer price — drives the arbitrage spread and signals deal-completion expectations.
- Maximum tender conditionA cap on the total shares the bidder will accept; if exceeded, acceptance is pro-rated.
- Mini-tender offerA tender offer for less than 5% of a public company's outstanding shares — exempt from most Williams Act disclosure requirements.
- Minimum tender conditionA condition requiring a minimum number of shares to be tendered before the bidder is obligated to accept any.
- Minority squeeze-outThe forcible cash-out of remaining minority shareholders following a controlling acquisition — typically via short-form merger or §251(h).
- Mixed consideration offerA tender offer that pays a blend of cash and securities for each tendered share.
N
O
- Odd-lot preferenceA tender-offer feature accepting all shares from holders of fewer than 100 shares ahead of any pro-rata acceptance.
- Odd-lot tenderA tender offer feature that gives priority acceptance to shareholders holding fewer than 100 shares (an odd lot).
- Offer priceThe per-share consideration the bidder will pay for shares tendered into the offer.
- Offer to purchaseThe binding governing document of a tender offer — eligibility, price, window, allocation, and settlement.
- Offer windowThe fixed period during which eligible sellers can elect to participate in a tender offer.
- OfferorThe party making the tender offer; synonymous with bidder, more common in non-U.S. regulatory regimes.
- Option holderA shareholder whose private-company equity is in the form of stock options, vested or unvested.
- OversubscriptionWhen eligible sellers tender more shares in aggregate than the program is sized to buy.
P
- Pac-Man defenseA defense in which the target turns the tables and launches its own tender offer for the bidder.
- Partial offer riskThe risk that shareholders who don't tender into a partial offer end up holding a minority stake in a now-controlled company at uncertain future prices.
- Partial tender offerA tender offer that seeks to acquire less than 100% of a target's outstanding shares.
- Paying agentThe party that handles money in (from buyers) and money out (to eligible sellers) in a tender offer.
- Poison pillA defense that lets target shareholders other than a hostile bidder buy shares at a steep discount, severely diluting the bidder.
- Precedent transactionsValuing a target by reference to the multiples paid in comparable past M&A transactions.
- Press release announcementThe public press release that typically accompanies the launch (and amendments) of a tender offer.
- Pro-rata allocationAn allocation rule that scales every electing seller's tendered shares by the same uniform factor.
- Proxy solicitorA specialty firm engaged to communicate with shareholders about a tender offer, vote, or contest.
R
- Record holderThe party listed on the company's share register as the legal owner — typically a broker or DTC, not the underlying investor.
- Regulation 14DSEC rules governing third-party tender offers for registered equity securities of public companies.
- Regulation 14ESEC rules of general application to all tender offers — anti-fraud, the 20-business-day minimum window, and prompt payment.
- Regulatory approval conditionA closing condition requiring antitrust, foreign investment, or sectoral regulatory clearances before the offer can close.
- Restricted stock unitA grant of company shares that vests over time and converts to actual shares (or cash) upon vesting events.
- Reverse break feeA fee payable by the bidder to the target if the bidder fails to close — typically due to financing failure or regulatory denial.
- Risk arbitrageAn investment strategy that profits from the spread between an announced deal's offer price and the target's market price, betting on deal completion.
- Rule 13e-4SEC rule governing issuer tender offers — the company-funded buyback regime.
- Rule 14e-1The procedural rule requiring tender offers to remain open at least 20 business days, with extension obligations.
- Rule 14e-5Prohibition on bidder purchases of target securities outside the tender offer during the offer period.
S
- Schedule 13DBeneficial-ownership filing required when a person crosses 5% ownership of a public company's class of equity securities.
- Schedule 13GShort-form beneficial-ownership filing for passive holders of more than 5% of a public company's shares.
- Schedule 14D-9The target board's mandatory response statement, required within 10 business days of a third-party tender offer launch.
- Schedule TOThe SEC filing required from any party making a tender offer for a registered security of a public company.
- Scheme of arrangementA court-approved corporate procedure (UK / Commonwealth) used as an alternative to a tender offer for friendly acquisitions.
- SEC review processHow SEC staff reviews tender-offer filings — typically by selective comment rather than pre-approval.
- Secondary saleA bilateral transfer of private-company shares from an existing shareholder to a new buyer.
- Self-tenderPlain-English label for an issuer tender offer — a company buying back its own shares via a structured tender.
- SettlementThe phase in which buyer funds are wired, withholding is applied, proceeds are disbursed, and shares are recorded as transferred.
- Shareholder liquidityAny structured event that converts private-company holdings into cash for shareholders.
- Shareholder rights planThe formal name for a poison pill — a plan distributing dilutive rights triggered by a hostile acquirer crossing an ownership threshold.
- Short-form mergerA streamlined merger procedure available when an acquirer owns 90%+ of a target — no shareholder vote required.
- Squeeze-out mergerA merger that cashes out minority shareholders against their will after a controlling shareholder gains a sufficient stake.
- Staggered boardA board structure in which only a fraction of directors stand for election each year, slowing hostile control changes.
- Standstill agreementA contractual agreement by a party not to acquire additional shares (or pursue control) of a target above defined thresholds for a specified period.
- Street nameA holding arrangement in which shares are registered to a broker or DTC nominee (Cede & Co.) on behalf of the beneficial owner.
- Subsequent offering periodA period (typically 3+ business days) after the initial offer expires during which more shares can be tendered at the same price, with no withdrawal rights.
- Successful tender offerA tender offer in which the minimum tender condition is met and all other conditions satisfied, leading to acceptance and settlement.
- Supermajority votingA charter provision requiring a vote higher than a simple majority for certain corporate actions, particularly business combinations.
T
- Tag-along rightsA contractual right allowing minority shareholders to participate in a sale by majority shareholders on the same terms.
- Take-private completionThe final step in a going-private transaction — back-end merger and exchange-delisting that converts a public company to private.
- Takeover bidGeneric term for an offer to acquire control of a public company; in non-U.S. usage often synonymous with tender offer.
- Takeover DirectiveThe EU directive harmonizing takeover bid rules across member states — establishes mandatory bid, equal treatment, and no-frustration principles.
- Takeover lawsState-level statutes (notably Delaware §203) that constrain hostile takeovers via super-voting requirements, business combination delays, or fair-price rules.
- Target companyThe company whose shares are sought in a tender offer; in non-U.S. usage often called the offeree company.
- Tender deadlineThe fixed close of the offer window, after which elections cannot be submitted or modified.
- Tender documentsThe package of documents that govern a tender offer — most centrally the offer-to-purchase and the letter of transmittal.
- Tender offerA structured, time-bound invitation to a defined group of shareholders to sell shares at a fixed price.
- Tender offer premiumThe percentage by which the offer price exceeds the target's pre-announcement market price.
- Tender offer statementThe Schedule TO filing — the formal SEC tender-offer disclosure document.
- Tender offer thresholdsThe ownership levels that trigger filing, disclosure, mandatory bid, or other regulatory consequences in tender-offer regimes.
- Tendering sharesThe act of a shareholder formally electing to sell their shares into a tender offer.
- Termination feeA fee payable upon termination of the merger agreement under defined triggers; can flow either direction depending on which party terminates.
- Third-party tender offerA tender offer in which an outside party (not the issuer) buys shares from existing shareholders.
- Top-up optionA right granted by the target to the bidder to buy newly-issued shares at the offer price — used to push tender results above the 90% short-form merger threshold.
- Transfer agentThe party that maintains the official record of share ownership and processes legal transfers.
- Two-tier tender offerA tender offer with a front-end partial offer at one price and a back-end merger at a different (typically lower) price.
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- White knightA friendly third-party acquirer that a target solicits as an alternative to a hostile bidder.
- White squireA friendly party that takes a significant minority stake in the target — large enough to deter a hostile bid without acquiring control.
- Williams ActThe 1968 amendments to the Securities Exchange Act of 1934 that establish the U.S. tender-offer disclosure regime.
- Withdrawal of tenderA shareholder's revocation of a previously submitted tender, allowed under withdrawal rights throughout the offer period.
- Withdrawal rightsThe seller's right to withdraw a previously submitted tender election before the tender deadline.
- Withholding taxTax withheld by the paying agent from gross proceeds before disbursement to the seller.