Definition
The target company (or just target) is the company whose shares are sought in a tender offer. Non-U.S. frameworks often use offeree company for the same concept.
Target obligations in a tender offer
- File Schedule 14D-9 within 10 business days of the offer’s commencement
- Make a board recommendation (accept, reject, no opinion, or unable to take a position)
- Disclose any conflicts of interest
- Cooperate with required regulatory filings
Defensive responses
Targets that want to resist may:
- Adopt a poison pill if not already in place
- Solicit a white knight or white squire
- Pursue a Pac-Man counter-bid
- Use procedural delays (challenging Schedule TO disclosures, etc.)
- Sue under fiduciary-duty or disclosure theories