Model Tender Offer Agreement cover
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Model Tender Offer Agreement

by American Bar Association

ISBN
9781641054997
Publisher
American Bar Association
Condition
$183.99 one-time purchase · 15% restocking fee on returns

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Model Tender Offer Agreement ISBN 9781641054997

The Model Tender Offer Agreement is a comprehensive form agreement designed to facilitate the acquisition of a publicly traded company for cash through a negotiated tender offer. It was developed by members of the American Bar Association Business Law Section’s Mergers and Acquisitions Committee, specifically its Task Force on Two-Step Tender Offers, drawing on extensive transactional experience.

The model agreement is accompanied by detailed commentary that explains the purpose and function of key provisions, with particular emphasis on clauses that are central to the tender offer structure. This commentary highlights alternative approaches that may be considered by target companies or proposed by acquirors, providing valuable insight into how specific provisions may be tailored to reflect deal dynamics and negotiation priorities.

Rather than duplicating analysis applicable to all acquisition structures, the commentary primarily focuses on provisions that are unique to, or raise additional considerations in, a tender offer transaction. Provisions that are common to both tender offer and merger structures are addressed only where relevant distinctions or supplemental issues arise.

For a more in-depth discussion of acquisition agreement provisions that apply broadly to public company transactions—including those common to both tender offer and merger structures, as well as transactions involving stock consideration—readers are encouraged to consult the Model Merger Agreement.

Model Tender Offer Agreement ISBN 9781641054997, 978-1641054997 & 978-16410-54997

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