Definition
A minimum tender condition is a closing condition stating that the bidder need not accept any tendered shares unless at least a specified number (or percentage) is tendered. Typical thresholds:
- >50% — for a controlling stake
- 90%+ — to enable a short-form merger under Delaware §253 (no shareholder vote required for the back-end)
- 66 2/3% — for jurisdictions or charters requiring supermajority
Why it matters
The minimum condition is the bidder’s “this isn’t worth doing if not enough show up” protection. If the minimum isn’t met by expiration, the bidder can extend, lower the threshold, or terminate.
Waiver
The bidder can waive a minimum condition (subject to disclosure and the all-holders rule), but doing so commits to closing on a smaller tender pool than originally targeted.