Tender Offer - Equity Derivatives Provision

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2002 ISDA Equity Derivatives Definitions

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12.1(d) in a Nutshell

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12.1(d) in all its glory

12.1(d)Tender Offer” means a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10% and less than 100% of the outstanding voting shares of the Issuer, as determined by the Calculation Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Calculation Agent deems relevant.

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Section 12.1. General Provisions Relating to Extraordinary Events

12.1(a). “Extraordinary Event
12.1(b). “Merger Event
12.1(c). “Merger Date
12.1(d). “Tender Offer
12.1(e). “Tender Offer Date
12.1(f). “Share-for-Share
12.1(g). “Share-for-Other
12.1(h). “Share-for-Combined
12.1(i). “New Shares
12.1(j). “Other Consideration
12.1(k). “Combined Consideration
12.1(l). “Announcement Date
12.1(m). “Implied Volatility
12.1(n). “Affected Shares



If you’re like the JC you will be wondering how a single holder could acquire more than 100 per cent of the extant Shares of an Issuer. But, to an ISDA ninja, that is to rather miss the point. We are not talking about the practical, but the conceptually possible. Perhaps in a parallel universe, where normal rules of Euclidean geometry don’t apply. Or down a gravity well or something.

Sleep assured that, however conceptually difficult — logically difficult — such a feat might be, if someone does manage it then ISDA’s crack drafting squad™ has your — or her — back.

Actually, come to think of it, they don’t, because an acquisition of more than 100% would not count as a Tender Offer at all.

Eheu. I suppose we had all better hope and that normal rules of Euclidean geometry continue to apply for the time being.

Also, is not clear what is meant to happen if the Tender Offer relates to exactly 100 per cent of the outstanding Shares.

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See also