Agreement and Plan of Merger
(Public Target, Cash, Two Step Tender Offer) (Pro-Buyer) (DE)


This form is an Agreement and Plan of Merger (Two-Step Cash Tender Offer) (Pro-Buyer) (DE) for use in the acquisition of a public company in two steps: a tender offer followed by a back-end, reverse-triangular merger. This form includes practical guidance, drafting notes, alternate clauses, and optional clauses.This form contemplates a friendly tender offer in which the board of directors of the target company and the acquirer have negotiated the terms of a merger agreement and the target board will recommend that its stockholders tender their shares.A merger agreement is the operative agreement governing a statutory merger. The agreement addresses merger mechanics, the merger consideration, and the post-merger surviving entity (including its charter, by-laws, and management). In order to address business and risk allocation issues, the merger agreement also includes representations and warranties, covenants, and termination provisions. Important ancillary documents are typically ...