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A tender offer is a bid to buy a controlling share of the target's stock at a fixed price. The price is usually set above the current market price in order to allow the sellers a premium as added incentive to sell their shares.
Paperwork must be filed with the SEC and the acquirer must provide a summary of its future plans for the target company in order to aid the target company's decision.
There are many takeover defense strategies that protect against tender offers, so often times the proxy fight is utilized.
The goal of a proxy fight is to replace board members who are not in favor of the takeover with new board members who would vote for the takeover.
This is done by convincing shareholders that a change is management is needed and that the board members who would be appointed by the would-be acquirer are just what the doctor ordered.
Once shareholders like the idea of a change in management, they are persuaded to allow the potential acquirer to vote their shares by proxy in favor of the new board member of their choice.
If the proxy fight is successful, new board members are installed who will vote in favor of the target's acquisition.
If all else fails, a controlling share of the target's stock can be purchased publicly in the open market. In the language of mergers and acquisitions, battleground terms meld with bizarre metaphors to create a unique vocabulary.
These tips on finding viable takeover targets can lead you to little companies with big prospects. The proxy statement is probably the most overlooked form that is filed with the SEC, find out why investors should promptly look at a proxy statement here.
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