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An all-cash acquisition offer promises a stated cash amount for each share, but shareholders receive it only if the offer’s terms and conditions are satisfied. The offer document explains the price, deadline, tender process, conditions, and what may happen to shares that are not tendered. “Cash” does not necessarily mean cash alone: some offers include contingent rights, and payment may be subject to tax withholding.
What “all cash” means for your shares
In a cash acquisition, the stated consideration is money rather than shares in the buyer. Depending on the deal structure, you may be asked to tender your shares to the purchaser, or your shares may be converted into a right to receive merger consideration when a merger closes. The offer document and merger agreement set the amount, timing, conditions, withholding, fees, and any additional rights.
For example, Copart’s 2026 offer for ACV Holdings 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 specific offer, not an average acquisition price or a promise about another deal. Read the ACV offer to purchase.
A cash price avoids having to value buyer shares as the payment itself. It does not prove that the price is fair or that the deal will close. Compare the stated consideration with the closing conditions, timetable, risks, taxes, and any contingent consideration.
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Cash may not be the entire consideration
Read the form-of-payment section carefully. An offer described as cash may include a contingent value right (CVR) or another payment whose value depends on future events. For instance, Eli Lilly’s 2025 offer for Adverum shares provided $3.56 in cash per share plus one CVR potentially tied to future milestones. The cash amount and the contingent right are distinct parts of that deal’s consideration. Read the Adverum offer document.
Also check whether the offer says payment is without interest or subject to withholding. If you hold through a broker or other nominee, ask whether it charges a fee to submit a tender.
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What must happen before you are paid
An offer is not a completed acquisition. In the ACV transaction, the offer is conditioned on requirements 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 filings also set out other terms and conditions. See the related SEC filing.
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1Clear out junk files and repair common Windows errors2Scan for outdated or missing drivers - takes under a minute3Repair Windows errors before they cause bigger problemsThe ACV offer sets a scheduled expiration of September 30, 2026, subject to extension or earlier termination under its terms. It says accepted shares will be paid for promptly after expiration, once the offer conditions have been satisfied or waived. These dates and mechanics apply to that filing and may change; check the latest filings for the status of any live offer.
When reviewing a different offer, find the exact language on:
- Minimum tender threshold and other conditions to closing.
- Required regulatory approvals or waiting periods, and any financing condition.
- Offer expiration, extension rights, termination rights, and any outside date.
- How and where to tender shares, and when accepted shares are expected to be paid for.
What happens if you do not tender
Some tender offers are followed by a second-step merger. The ACV agreement contemplates a merger after the tender offer if the required conditions are met, with the purchaser expecting remaining shares to receive the same cash per-share price, subject to the agreement’s terms. The offer documents explain whether a shareholder vote is expected and how untendered shares will be treated.
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There can be a period between the offer and a merger, and the deal may not proceed as expected. The ACV filing warns that if the offer is completed but the merger does not occur, so few shares might remain publicly held that a liquid public trading market may no longer exist. Do not assume that keeping your shares guarantees you can readily sell them on the market.
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How appraisal rights may apply
Appraisal rights are statutory rights that may let an eligible shareholder ask a court to determine the value of shares in a merger. Baker McKenzie’s 2025 Global Public M&A Guide says target-company shareholders in an all-cash merger generally have statutory appraisal rights, including in some second-step mergers after a tender offer. That is a general legal overview, not a guarantee that a particular holder qualifies under a particular transaction’s governing law. Read the 2025 guide.
The ACV offer describes a Delaware-law process under which eligible holders who do not tender may seek appraisal if they make a proper demand, meet statutory requirements, and do not later lose or withdraw the right. Holders who tender generally do not retain that appraisal path for the tendered shares. Appraisal is not an automatic way to receive more than the offer price: a court-determined value could differ from the deal consideration, and deadlines and procedural requirements matter. Review the offer’s appraisal section and applicable law before acting.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.A practical checklist before deciding
- Read the filed offer documents. Check the offer to purchase, letter of transmittal, merger agreement, board recommendation, and any amendments. The ACV Offer to Purchase states: “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.”
- Confirm what you would receive. Note the per-share amount, whether it is cash only or includes a CVR, and any language about interest, withholding, or fees.
- Assess completion risk and timing. Identify the conditions, regulatory hurdles, minimum tender threshold, expiration date, extension provisions, and expected payment timing.
- Check your tender instructions. If your shares are held through a broker or nominee, follow its process and ask about any tendering fee and applicable deadline.
- Understand the alternative to tendering. Find out whether a second-step merger is planned, how remaining shares would be treated, and whether the public market could become limited.
- Investigate appraisal requirements before taking action. Eligibility, deadlines, paperwork, and the effect of tendering depend on the transaction and governing law; do not assume you can reject the offer and automatically receive a higher amount.
Your individual tax result cannot be determined from the headline offer price alone. Tax basis, holding period, account type, and jurisdiction matter.
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