What is a merger vote?

This page covers cash mergers that holders approve by vote. The other common route is a tender offer, followed by a merger.

In a merger vote deal, the target's holders approve the merger agreement together. At closing, their shares convert into the cash, apart from the agreement's exceptions.

Say Woodgrove agrees to buy Litware for $50.00 a share in cash. Litware's holders vote, and a majority approves.

When the deal closes, each Litware share becomes the right to $50.00. That includes shares voted against the deal, or not voted at all.

It's also called a one-step merger. A tender offer followed by a merger is a two-step deal.

Who decides

In a merger vote, the holders decide as a group, and the result binds every holder. In a tender offer, each holder decides alone, but the offer usually needs a minimum tender.

What comes first

Usually a proxy statement and a record date, in either order, then a meeting. A tender offer usually needs none of them.

When holders are paid

Holders are paid after the merger closes. In a tender offer, the buyer pays for accepted shares promptly after the offer ends.

A tender offer saves time mainly when nothing else holds the deal up.

Many deals wait months for antitrust or other approvals. The vote can be held while those reviews run, so it often isn't what sets the closing date.

Where written consent is permitted, holders with enough votes can approve with no meeting. The deal still works the same way at closing.

Once holders approve and every other closing condition is met or waived, the deal closes on the agreement's timetable.

For a Delaware company, the merger usually takes effect when the certificate of merger is filed with the state. Each share then becomes the right to the cash, whatever its holder did.

The agreement lists shares that don't convert. They usually include shares the buyer owns, and shares whose holders properly demand appraisal.

Hewlett Packard Enterprise agreed to buy Juniper Networks on January 9, 2024, for $40.00 a share in cash, by merger.

Juniper's holders approved the deal at a special meeting on April 2, 2024. Antitrust and other approvals were still needed.

The merger closed on July 2, 2025, 15 months after the vote.

A holder doesn't need to vote to be paid. Every share converts at closing, apart from the agreement's exceptions.

But where the deal needs a majority of the outstanding shares, a share that isn't voted counts like a vote against. The shareholder vote page covers the meeting and who can vote.

Where appraisal rights apply, holders who want a court to set their shares' value must act early. For a Delaware meeting vote, a written demand is due before the vote, among other steps.

The Structure column shows the Merger vote tag. The checklist's Structure line reads Merger, and the deal page's top line reads Cash, merger vote.

The usual steps: a proxy statement and the record date, in either order, then the meeting. The deal closes once every other condition is met or waived.