A tender offer where the company seeks to acquire its own securities is often referred to as an issuer tender offer. A tender offer where a third party seeks to acquire another company's securities is referred to as a third party tender offer.
Tender/Exchange Offer: The acquirer makes a public offer to the target's shareholders, aiming to buy enough shares to secure at least a majority ownership. Back-End Merger: Once the acquirer has a majority, they can use legal mechanisms to buy out the remaining shareholders, thus achieving 100% ownership.
In the first step, the buyer initiates a tender offer to acquire at least a majority of the outstanding target company's stock. In the second step, the buyer completes a back-end merger to acquire the balance of the target company's stock.
An acquisition of a US public company generally is structured in one of two ways: (i) a statutory merger (a merger governed by US state law) or (ii) a tender offer (or exchange offer) followed by a “back-end” merger.