Shedding some light on "Tender Offers"
Tender Offer
www.investopedia.com/terms/t/tenderoffer.aspDoing the Deal
Start with an Offer
When the CEO and top managers of a company decide they want to do a merger or acquisition, they start with a tender offer. The process typically begins with the acquiring company carefully and discreetly buying up shares in the target company, building a position. Once the acquiring company starts to purchase shares in the open market, it is restricted to buying 5% of the total outstanding shares before it must file with the SEC. In the filing, the company must formally declare how many shares it owns and whether it intends to buy the company or keep the shares purely as an investment.
Working with financial advisors and investment bankers, the acquiring company will arrive at an overall price that it's willing to pay for its target in cash, shares, or both. The tender offer is then frequently advertised in the business press, stating the offer price and the deadline by which the shareholders in the target company must accept (or reject) it.
The Target's Response
Once the tender offer has been made, the target company can do one of several things:
Accept the terms of the offer - If the target firm's top managers and shareholders are happy with the terms of the transaction, they will go ahead with the deal.
Attempt to negotiate - The tender offer price may not be high enough for the target company's shareholders to accept, or the specific terms of the deal may not be attractive. In a merger, there may be much at stake for the management of the target--their jobs, in particular. So, if they're not satisfied with the terms laid out in the tender offer, the target's management may try to work out more agreeable terms that let them keep their jobs or, perhaps even better, send them off with a nice, big compensation package.
Not surprisingly, highly sought-after target companies that are the object of several bidders will have greater latitude for negotiation. And managers have more negotiating power if they can show that they are crucial to the merger's future success.
Execute a poison pill or some other hostile takeover defense – A poison pill scheme can be triggered by a target company when a hostile suitor acquires a predetermined percentage of company stock. To execute its defense, the target company grants all shareholders--except the acquirer--options to buy additional stock at a dramatic discount. This dilutes the acquirer's share and intercepts its control of the company.
Find a white knight - As an alternative, the target company's management may seek out a friendlier potential acquirer, or white knight. If a white knight is found, it will offer an equal or higher price for the shares than the hostile bidder.
Mergers and acquisitions can face scrutiny from regulatory bodies. For example, if the two biggest long-distance companies in the United States, AT&T and Sprint, wanted to merge, the deal would require approval from the Federal Communications Commission. No doubt, the FCC would regard a merger of the two giants as the creation of a monopoly or, at the very least, a threat to competition in the industry.
Closing the Deal
Finally, once the target company agrees to the tender offer and regulatory requirements are met, the merger deal will be executed by means of some transaction. In a merger in which one company buys another, the acquirer will pay for the target company's shares with cash, stock, or both.
A cash-for-stock transaction is fairly straightforward: target-company shareholders receive a cash payment for each share purchased. This transaction is treated as a taxable sale of the shares of the target company.
If the transaction is made with stock instead of cash, then it's not taxable. There is simply an exchange of share certificates. The desire to steer clear of the taxman explains why so many M&A deals are carried out as cash-for-stock transactions.
When a company is purchased with stock, new shares from the acquirer's stock are issued directly to the target company's shareholders, or the new shares are sent to a broker who manages them for target-company shareholders. Only when the shareholders of the target company sell their new shares are they taxed.
When the deal is closed, investors usually receive a new stock in their portfolio--the acquiring company's expanded stock. Sometimes investors will get new stock identifying a new corporate entity that is created by the M&A deal.
Does any of this sound familiar?
