A two-tier offer is a tender offer in which the terms offered are more attractive to those who tender shares early.

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In a two-tier offer, the terms offered are designed to reward early participation. This means that shareholders who tender their shares early will receive more favorable terms than those who wait until later to participate. As a result, early participation is incentivized and the bidder can more quickly and easily acquire a majority stake in the target company.

A Two-Tier Offer Is a Tender Offer in Which the Terms