PURCHASED AFFECTION - A PRIMER ON CASH TENDER-OFFERS

TENDER-OFFERS MAY NOT BE TENDER. THEY OFTEN INAUGURATE PITCHED BATTLES THAT END WITH HASTY WEDDINGS. YET, IN THESE DAYS OF FAIRLY MODEST STOCK PRICES, TENDER OFFERS CAN BE A CONVENIENT WAY TO EFFECT A MERGER. ATTRACTIONS OF THIS TOOL INCLUDE SPEED, PORT OF ENTRY FOR FOREIGN BUYERS, CONTROL LEVERAGE, BUYER'S POWER TO SET CONDITIONS, LESS COST AND LESS RISK. NO CASH TENDER OFFER CAN BE CONSUMMATED WITHOUT THE INPUT OF SEVERAL EXPERIENCED PROFESSIONALS OF DIVERSE DISCIPLINES. KEY PERSONS INCLUDE INVESTMENT BANKERS, ATTORNEYS, PROFESSIONAL SOLICITORS, BANK DEPOSITARIES, AND PUBLIC-RELATIONS ADVISORS. THE MOST IMPORTANT MEMBER IS GENERALLY THE INVESTMENT BANKER WHO ORGANIZES, STRUCTURES, EVALUATES, AND COORDINATES THE DEAL. HIS STATURE MUST BE SUCH THAT IT INSPIRES CONFIDENCE IN THE INVESTMENT COMMUNITY, PARTICULARLY IN THE ARBITRAGEURS, THAT THE TENDER OFFER WILL ACTUALLY SUCCEED. CHART.