Smoothing Out Your Back-End Merger

Law360, New York (August 15, 2011, 1:29 PM EDT) -- Tender offers are commonly referred to as “two-step” transactions, as a successful tender offer satisfying the minimum condition (i.e., the first step) is followed by a “back-end” merger which squeezes out the inevitable remaining target shareholders. Ideally, the buyer will reach 90-percent ownership following the tender (or the equivalent threshold in jurisdictions other than Delaware) and will be able to complete the second-step as a “short-form” merger immediately following the closing of the tender offer without the requirement to seek target shareholder approval.

However, if the...
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