Understanding Non-Mandatory Tender Offers: A Comprehensive Guide

What Is a Non-Mandatory or Reorganization Tender Stock Offer?

A tender is a common tactic in corporate takeovers. Tenders are an open offer to buy stock from company shareholders, usually for more than the marketplace is offering. The offer is conditional on the shareholders selling a minimum amount of stock. Suppose the buyer makes a tender for 51 percent of the stock, but the shareholders offer 48 percent. In that case, none of the sales go through.

Non-Mandatory Tenders

Some countries make tenders mandatory. In the United Kingdom, for instance, a buyer who obtains at least 30 percent ownership with a tender has to accept offers from other shareholders to sell at the same price. In the United States, tenders are non-mandatory. If the buyer wants 51 percent ownership and gets it, he doesn't have to offer the other 49 percent anything.

Reorganization Tender

Stock reorganizations take place when two companies merge or one buys up the other. The reorganization often involves swapping stock in the old companies for the new merged corporation, but it may also include a tender. If it's non-mandatory, the company doesn't have to make the offer to all stockholders. If the offer is for less than 5 percent of the stock, it's also free from many of the federal disclosure rules applying to larger tenders.