An all-cash acquisition offer states how much a buyer proposes to pay for each target-company share in cash—but it is not a guarantee that the deal will close or that every shareholder will receive payment automatically. The offer document sets the price, deadline, conditions, instructions, and what happens to shares that are not tendered. Read those terms before deciding whether to tender, and check any appraisal-rights rules that apply to your transaction.
What “all cash” promises—and what it does not
In a cash acquisition, the stated consideration is money rather than shares in the buyer. Depending on the structure, shareholders may be asked to tender their shares to a purchaser, or their shares may convert into a right to receive merger consideration when the merger closes. The offer documents govern the amount, timing, conditions, deductions, and any additional contingent rights.
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For example, Copart’s 2026 offer for ACV shares states a price of $10.50 per share, payable in cash, without interest and subject to applicable tax withholding. That is a term of this particular offer, not an average price or a forecast for other acquisitions. Read the ACV Offer to Purchase filed with the SEC.
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What must happen before shareholders are paid?
A tender offer is not a completed acquisition. In the ACV example, the offer is subject to conditions that include a minimum number of shares being tendered, expiration or termination of the Hart-Scott-Rodino antitrust waiting period, and the absence of specified injunctions. The offer also contains other terms and conditions. The related SEC filing describes the offer and its conditions.
The buyer may accept and pay for tendered shares only after the offer’s conditions have been satisfied or waived as permitted by the documents. The ACV offer scheduled expiration for September 30, 2026, subject to extension or earlier termination under its terms, and says payment for accepted shares will be made promptly after expiration once the conditions are met. These details apply to that filing; another offer may use different dates and procedures.
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When reviewing an offer, locate the exact terms rather than relying on a headline announcement:
- Conditions: Minimum tender threshold, regulatory approvals or waiting periods, injunctions, and any financing condition.
- Timing: Expiration date, extension provisions, payment timing, and any outside date for completing the transaction.
- Termination: Circumstances in which the buyer can terminate the offer or the transaction.
- Amendments: Later filings may change terms or dates, so check the transaction’s current filings before acting.
How to tender shares—and what happens if you do not
To accept a tender offer, shareholders must follow the instructions and deadline in the offer documents. If shares are held through a broker, bank, or other nominee rather than registered directly in the shareholder’s name, the intermediary typically handles the tender process. Ask it how to submit instructions and whether it charges a fee.
The ACV transaction contemplates a second-step merger after the tender offer, subject to the agreement’s conditions. Its offer says the buyer expects remaining shares to be acquired for the same cash per-share price in that merger, also subject to the applicable terms. Do not assume another transaction will follow the same path: check the offer and merger documents for the treatment of shares not tendered and whether a shareholder vote is expected.
There can be a practical risk during the period between an offer and a later merger. The ACV filing warns that if the offer is completed but the merger does not occur, so few public shares may remain that a liquid public trading market no longer exists. A shareholder who does not tender should understand the potential consequences for trading and the rights attached to any remaining shares.
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Does cash mean cash only, with no deductions?
Not necessarily. An offer described as cash consideration may include additional contingent consideration, and the cash amount can be subject to withholding or intermediary charges. For instance, Eli Lilly’s 2025 offer for Adverum shares stated $3.56 in cash per share plus one contingent value right, which could depend on future milestones. See the Adverum offer filing.
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One free scan finds every outdated or missing driver and matches the right update for your exact hardware.Free scan · exact hardware matchCheck whether the stated payment is net of fees, excludes interest, is subject to tax withholding, or comes with a contingent value right (CVR) or other additional consideration. A CVR is not the same as guaranteed cash at closing; its value depends on the specific contractual terms and whether the stated conditions are met.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.Can shareholders seek appraisal instead of accepting the price?
Appraisal rights are statutory rights that may allow eligible shareholders to ask a court to determine the value of their shares. They are not an automatic way to reject an offer and receive more money. Availability, eligibility, deadlines, and required steps depend on the transaction and governing law.
Baker McKenzie’s 2025 Global Public M&A Guide says shareholders of a target public company in an all-cash merger situation—including a second-step squeeze-out merger after a tender offer—generally have statutory appraisal rights. That is a broad legal overview, not a guarantee that a particular holder qualifies or that every jurisdiction uses the same rules.
The ACV offer describes a Delaware-law procedure under which eligible holders who do not tender may seek appraisal if they make a proper demand, meet the statutory requirements, and do not later lose or withdraw their rights. It says holders generally do not retain that appraisal path for shares they tender. The value determined through appraisal may be different from the deal consideration. Before tendering or taking any step that could affect your rights, read the transaction’s appraisal section and obtain advice about the applicable procedures and deadlines.
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- Confirm the consideration: Identify the per-share amount and whether it is cash only, includes a CVR, excludes interest, or is subject to withholding.
- Assess the conditions: Review the minimum tender requirement, regulatory steps, injunction provisions, financing condition, and other closing conditions.
- Check current timing and instructions: Verify the live expiration date, extension terms, submission method, and payment timing in the latest filings.
- Ask your intermediary about fees: If your shares are held through a broker or nominee, confirm how it accepts tender instructions and whether it charges for the service.
- Understand the non-tender outcome: Find out whether a second-step merger is planned, whether a vote is expected, and what rights and trading options remain if you keep your shares.
- Review appraisal rules: Determine whether you may qualify and what actions or deadlines are required before tendering or otherwise responding.
- Consider your own tax situation: The offer price alone does not determine your tax result; basis, holding period, account type, and jurisdiction can matter.
The ACV Offer to Purchase cautions: “THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN IMPORTANT INFORMATION, AND YOU SHOULD CAREFULLY READ THE DOCUMENTS IN THEIR ENTIRETY BEFORE YOU MAKE A DECISION WITH RESPECT TO THE OFFER.”
The ACV example is a U.S. public-company tender offer with a Delaware appraisal discussion. Its price, deadlines, and legal procedures should not be generalized to private-company deals, transactions governed by other laws, or other offer structures.
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