What is the offer?

The offer is the price the buyer agrees to pay for each of the target's shares. The merger agreement sets it.

In a cash deal, it is usually a fixed amount in dollars. For example, Woodgrove agrees to pay $50.00 a share for Litware.

Holders generally receive it when the deal closes, not when it is announced. Until then, the shares usually trade below it, by an amount that varies. That gap is the spread. They can also trade above it when holders expect a higher bid.

A buyer usually offers more than the shares traded for before the deal. The extra is the premium, usually stated as a percentage of that earlier price.

Litware traded at $38.00 before the deal. The premium is (50.00 − 38.00) ÷ 38.00 = 31.6%.

The earlier price is often called the undisturbed price: where the shares traded before news of the deal moved them.

The buyer and the target can change the price by amending the agreement:

A higher price

A rival bid or pushback from holders can lead the buyer to raise its offer.

A lower price

If problems come up before closing, the two sides may agree to cut the price.

The deal list then shows the amended price as the offer.

For a Delaware company, Section 251(d) bars an amendment that changes the price after holders approve the deal. A new price then needs a fresh approval by the board and the holders.

In a tender offer, the offer must usually stay open at least 10 business days after the change is announced. A 10-day offer must announce it by the fifth business day before it ends. Under Section 14(d)(7) of the Exchange Act, holders whose shares the buyer buys get the higher price, even if they tendered before the raise.

Some deals pay more than cash. A contingent value right can pay more later if an event happens, such as a drug approval.

The consideration is everything holders receive for each share: the cash and anything else.

In a stock deal, the offer is usually a set number of the buyer's shares. Its value then moves with the buyer's share price.

The Offer column and the deal page show it per share. When an amendment changes the price, the offer is the amended one.

It is the cash alone. A CVR is marked +CVR beside it, and the spread doesn't count it.