Definition of Tender Offer

A "tender offer" usually occurs within the context of a takeover bid in the form of a public invitation to shareholders to sell their stock, generally at a price above the market price. The bid is in the form of a public, open offer – often announced in a newspaper advertisement –to stockholders of a publicly traded corporation to tender their stock for sale at a specified price for a specified time, subject to a minimum and/or maximum number of shares that the bidder will accept. The tender offer may arise from friendly negotiations between the target company and the bidder or may be unsolicited and potentially hostile. Tender offers are subject to regulations by state and federal securities laws, including the Williams Act, 15 U.S.C. Section 78a, .). Under the Williams Act, a bidder must file Schedule TO with the SEC upon commencement of the tender offer. Among the matters required to be disclosed in the Schedule TO are (i) a term sheet which summarizes the material terms of the tender offer in plain English, (ii) the bidder's identity and background, and (iii) the bidder's history with the target company.