Definition
Tender offer thresholds are the percentage-ownership levels at which different regulatory consequences attach. Important examples:
U.S.
- 5% — Schedule 13D / 13G beneficial-ownership filing
- 5% — Williams Act tender-offer disclosure regime applies
- 50% — operational control; common minimum tender condition
- 90% — short-form merger threshold (Delaware §253)
EU / UK
- 30% — mandatory bid trigger in most jurisdictions
- 75% — supermajority for special resolutions in many UK companies
- 90% — squeeze-out threshold under EU Takeover Directive
Other
- Australia — 20% creeps trigger; 90% squeeze-out
- Hong Kong — 30% mandatory bid; 90% compulsory acquisition
Why it matters
Each threshold is a planning horizon for both bidders and targets. Bidders structure transactions to land just under or just over a threshold to optimize cost and regulatory burden.