January 22, 2020

ABA Business Law Section publishes ‘Model Tender Offer Agreement’

CHICAGO, Jan. 22, 2020 — The ABA Business Law Section’s Mergers and Acquisitions Committee has published Model Tender Offer Agreement.” This model is a form of agreement with insightful and practical commentary that provides for the acquisition of a publicly traded company for cash consideration by means of a negotiated tender offer.

The model agreement, which was prepared by the section’s Task Force on Two-Step Tender Offers, includes explanations of various clauses, particularly those relating to the use of a tender offer structure. It contains model provisions and commentary, including key legal considerations, and potential negotiating positions and alternative drafts that might be proposed by a transaction planner for an acquisition of a public company via a two-step tender offer.

Commentary on provisions in the model agreement is included to explain the purpose of the provision and to note some alternatives that a target company might consider or that an acquiror might propose. It focuses on provisions that are unique to a tender offer structure, or where there may be additional considerations in connection with a tender offer structure, rather than on provisions common to both a tender offer structure and a merger structure.

The model agreement was edited by Michael O’Bryan, a partner in the M&A group at Morrison & Foerster LLP in San Francisco; and Eric Klinger-Wilensky, a partner in the corporate group at Morris Nichols in Wilmington, Delaware. They are the co-chairs of the task force and served as editors of the compilation of Model Tender Offer Agreement.

Title:                      “Model Tender Offer Agreement
Publisher:          ABA Business Law Section
Pages:                   374 pages
Product Code:       5070771
ISBN:                     978-1- 64105-499-7
Size:                      8½ x11
Binding:                Paperback
Price:                     $189.95
Orders:                  800-285-2221 or  ShopABA.org

Editor’s note: Author interviews and review copies of this book are available by emailing Katrina Krause at Katrina.Krause@americanbar.org. If you publish a review of this book, please send tear sheets or a copy for our files to Katrina Krause, ABA Business Law Section, 321 N. Clark St., Chicago, IL 60654

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