Legal Definitions - tender offer

A tender offer is a public offer made by an individual or a company to buy shares of a corporation. The offer is usually made at a price higher than the current market price, with the intention of gaining controlling interest in the target corporation.

For instance, if a company wants to acquire another company, it may make a tender offer to the shareholders of the target company. The offer may be made at a premium price, which means that the shareholders will receive more money for their shares than they would if they sold them on the open market.

There are certain rules and regulations that govern tender offers. For example, if an acquirer wants to buy more than 5% of a corporation's shares, they are required to file certain disclosures with the Securities and Exchange Commission.

The characteristics of a tender offer can be determined by an eight-factor test, which includes:

• Active and widespread solicitation of public shareholders for the shares of an issuer
• Solicitation made for a substantial percentage of the issuer's stock
• Offer to purchase made at a premium over the prevailing market price
• Terms of the offer are firm rather than negotiable
• Offer contingent on the tender of a fixed number of shares, often subject to a fixed maximum number to be purchased
• Offer open only for a limited period of time
• Offeree subjected to pressure to sell his stock
• Public announcements of a purchasing program concerning the target company precede or accompany rapid accumulation of large amounts of the target company's securities

Overall, a tender offer is a way for an individual or a company to acquire a controlling interest in another company by making a public offer to buy shares at a premium price.