“Mini-tender” offers are tender offers that, when consummated, will result in the person who makes the tender offer owning less than five percent of a company’s stock. The people behind these offers—also known as “bidders”—frequently use mini-tender offers to catch shareholders off guard. Most bidders won’t use the term “mini-tender offer” to describe their offer to buy shares. They count on investors jumping to the conclusion that the price offered includes the premium usually present in larger, traditional tender offers. But with mini-tender offers, the price offered may actually be below the market price.
Bidders in mini-tender offers limit the offer to five percent or less so that they do not have to comply with many of the investor protections that are in place for larger tender offers made by bidders whose total ownership after the offer, when added to their holdings before the offer, would exceed five percent. For instance, shareholders in mini-tender offers don’t receive documents that describe the tender offer in the same detail as documents that are required to be filed in a traditional tender offer. Bidders making mini-tender offers also do not have to file documents with the SEC or provide withdrawal rights to investors who tender their shares into the offer.
Investors who surrender their shares without fully investigating the offer may be shocked to learn that they cannot change their minds and withdraw. In the meantime, they’ve lost control over their securities and may end up selling at below-market prices.