OUTR - Outerwall

[mcliu]

"Acquisitions via a tender offer can be significantly faster than a traditional merger, but this benefit is only available if the bidder can conduct a short-form merger following the tender, which avoids the need for a proxy statement filing and formal shareholder vote.

 

Until recently this structure was only available if the bidder could convince a supermajority (90%) of shareholders to participate in the tender offer.

 

In August 2013, however, Delaware’s legislature passed a new code provision, section 251(h) of the Delaware General Corporation Law (the DGCL), that allows bidders of targets incorporated in Delaware to conduct a short-form merger after achieving only 50% ownership as opposed to 90% that is required in almost all other states."