two-tier tender offer

(redirected from Two-Tier Tender Offers)

Two-Tier Tender Offer

A tender offer in which a buyer offers to buy enough shares to gain control of the company at a certain price, then offers to buy the remaining shares at a lower price. For example, a buyer may purchase 50% + 1 of a company at $20 per share and then offer to buy the rest of the company at $12 per share. See also: Blended price.

two-tier tender offer

An offer to purchase a sufficient number of stockholders' shares so as to gain effective control of a firm at a certain price per share, followed by a lower offer at a later date for the remaining shares. For example, an investor may offer $50 per share for up to 51% of a firm's outstanding stock and then, having gained control, offer $40 for each of the remaining shares. Compare any-and-all bid. See also appraisal right, back-end value, blended price, fair price amendment.
References in periodicals archive ?
Among the tactics he cited are partial or two-tier tender offers, coercive stock accumulation programs and inadequate offers.
Conditional two-tier tender offers are coercive; once the bid is announced, target shareholders will tender if the first-tier price, B, is greater than the second-tier price, [V.
Rather, the Rights Plan was adopted to protect TVI stockholders against attempts to acquire control of the Company by means of open market accumulations of shares, two-tier tender offers, offers at less than a full and fair price or other prevalent takeover tactics which the Board believes are not in the best interests of TVI stockholders," Rick Priddy, President and Chief Executive Officer stated.
Among the tactics she cited are partial or two-tier tender offers, coercive stock accumulation programs and inadequate offers.
The Stockholder Rights Plan guards against partial or two-tier tender offers, coercive stock accumulation programs, and other tactics that may be used to gain control of CEL-SCI without offering a fair price to all stockholders.
Originally intended to allow boards to slow coercive two-tier tender offers while buying time for management to search for a superior deal, poison pills have become a convenient shield for management to hide behind, protecting their jobs, at the expense of shareholders.