The Model Tender Offer Agreement is a form of agreement that provides for the acquisition of a publicly-traded company for cash consideration by means of a negotiated tender offer. The Agreement was prepared by members of the American Bar Association Business Law Section’s Mergers and Acquisitions Committee’s Task Force on Two-Step Tender Offers. The model agreement includes explanations of various clauses, particularly those relating to the use of a tender offer structure.

Commentary on many provisions in the Model Tender Offer 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. The commentary generally focuses on (but is not limited to) 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.

For a fuller discussion of provisions in public company acquisition agreements, particularly those common to both merger structures and tender offer structures, as well as the use of stock in such acquisitions, reference should also be made to the Model Merger Agreement.