Merger Agreement (Tender Offer, Pro-Buyer) | Practical Law

Merger Agreement (Tender Offer, Pro-Buyer) | Practical Law

A long form agreement for the negotiated acquisition of a US public corporation structured as a front-end tender offer followed by a merger, drafted in favor of the buyer. This Standard Document includes language to structure the merger as an intermediate-form merger in accordance with Section 251(h) of the Delaware General Corporation Law (Section 251(h) of the DGCL or DGCL § 251(h)). Section 251(h) of the DGCL eliminates the stockholder approval requirement in the second-step merger for qualifying transactions. This Standard Document also provides optional language for a top-up option. A top-up option provides the buyer with a right to purchase sufficient shares directly from the target company to complete the second-step merger (DGCL § 253). A top-up option is primarily used in mergers where DGCL § 251(h) is not available in order to effect a short-form merger without the delay of a long-form merger which requires the target company stockholders' approval. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.

Merger Agreement (Tender Offer, Pro-Buyer)

Practical Law Standard Document 3-500-5939 (Approx. 209 pages)

Merger Agreement (Tender Offer, Pro-Buyer)

by Practical Law Corporate & Securities Provisions relating to DGCL Section 251(h) by Stephen M. Kotran, Eric M. Krautheimer, and Krishna Veeraraghavan, Sullivan & Cromwell LLP, with Practical Law Corporate & Securities. These provisions are periodically updated by the contributors. Regarding their respective contributed portions, the contributors' views expressed herein do not necessarily reflect the views of their firms or clients.
Maintained • Delaware, USA (National/Federal)
A long form agreement for the negotiated acquisition of a US public corporation structured as a front-end tender offer followed by a merger, drafted in favor of the buyer. This Standard Document includes language to structure the merger as an intermediate-form merger in accordance with Section 251(h) of the Delaware General Corporation Law (Section 251(h) of the DGCL or DGCL § 251(h)). Section 251(h) of the DGCL eliminates the stockholder approval requirement in the second-step merger for qualifying transactions. This Standard Document also provides optional language for a top-up option. A top-up option provides the buyer with a right to purchase sufficient shares directly from the target company to complete the second-step merger (DGCL § 253). A top-up option is primarily used in mergers where DGCL § 251(h) is not available in order to effect a short-form merger without the delay of a long-form merger which requires the target company stockholders' approval. This Standard Document has integrated notes with important explanations and drafting and negotiating tips.