Tender Offer meaning

Banking & Finance—May 2024 case round-up RTI Ltd (Respondent) v MUR Shipping BV (Appellant) [2024] UKSC 18 Force majeure—shipping contract—reasonable endeavours This Supreme Court judgment examined the meaning of a force majeure provision in a seaborne carriage contract between MUR Shipping BV (MUR) and RTI Ltd (RTI). A force majeure clause releases a party from performing contractual obligations where specified contingencies arise that are beyond the parties’ reasonable control (acts of God). Frequently, such clauses contain a ‘reasonable endeavours’ rider, which prevents reliance on a force majeure event if its impact could be avoided through the exercise of reasonable endeavours. The pivotal issue on appeal was whether satisfying that reasonable endeavours requirement meant the party seeking to invoke the clause had to accept an offer of performance that fell outside the contract. In this dispute, the proposed departure from the contract concerned the currency of payment: a tender in euros rather than in US dollars. The offer related only to the settlement currency proposed...

See full statement. Dordaviprone tackles a major unmet need for people with rare, high‑grade brain tumours. Deal to introduce a near‑term commercial prospect to Jazz’s pipeline. The agreement reflects cash consideration of roughly $935m, equating to $8.55 per share. DUBLIN and DURHAM, NC, 4 March March 2025 (GLOBE NEWSWIRE) Jazz Pharmaceuticals plc (Nasdaq: JAZZ) (‘Jazz’ or the ‘Company’) and Chimerix (Nasdaq: CMRX) (‘Chimerix’) today reported they have signed a definitive agreement under which Jazz will acquire Chimerix for $8.55 per share in cash, for total consideration of approximately $935m. The deal has received approval from both businesses and is targeted to complete in the second quarter of 2025. Chimerix’s lead clinical asset, dordaviprone, is a novel, first‑in‑class small molecule in development for H3 K27M‑mutant diffuse glioma, a rare, high‑grade brain tumour that most often affects children and young adults. There are currently no US Food and Drug Administration (FDA)‑approved treatments specifically for patients with H3 K27M‑mutant diffuse glioma; radiotherapy remains the most common approach. A New Drug Application (NDA)...

In this issue: Public procurement Social housing Social care Education Children's social care Governance Healthcare Licensing Local authority prosecutions Environmental law and climate change Planning LexTalk®Local Government: a Lexis®Nexis community Daily and weekly news alerts New and updated content Public procurement Court of Appeal rules on duty to clarify tender submissions with bidders in UK public procurement (Working on Wellbeing Ltd trading as Optima Health v (1) Secretary State for Work and Pensions (2) Department for Work and Pension) In a notable ruling in Working on Wellbeing Ltd trading as Optima Health v (1) Secretary State for Work and Pensions (2) Department for Work and Pension [2025] EWCA Civ 127, the Court of Appeal allowed Optima Health’s appeal after its disqualification from a Department for Work and Pensions (DWP) procurement. The court set out when contracting authorities may request clarification from bidders, and when that discretion evolves into a...

What does this Practice Note cover? This Practice Note sets out an overview of liability management techniques for bonds—covering bond buybacks, tender offers, exchange offers and consent solicitation—placing particular emphasis on the process, the documentation to be prepared, and the principal legal and regulatory considerations that arise in delivering such transactions. The Note is directed mainly at investment‑grade bonds issued in the UK and European markets. For further information on liability management exercises, including liability management transactions involving loans/credit agreements, see Practice Note: FAQs on Liability Management Exercises. What is liability management in relation to bonds? Liability management describes a range of techniques used by issuers to actively manage or restructure their outstanding bond liabilities. Typical liability management transactions comprise: bond buyback tender offer exchange offer consent solicitation A liability management transaction can also be structured as a combination of these techniques...

Civil justice reform: Consult our Practice Note, Civil justice reform in Scotland—virtual hearings and electronic submission of documents, for advice on the present rules and procedures of the Scottish civil courts regarding remote hearings and the digital signing, sending and lodging of documents. The Practice Note also addresses the approach to making and/or answering a judicial tender in proceedings involving a single pursuer and a single defender in Scotland today...

Originally authored by James E. Meadows, Culhane Meadows PLLC for Lexis Practical Guidance® US, and adapted for Lexis+® UK. This Practice Note sets out the issues a customer commissioning an outsourcing should consider in engaging with the market of potential service providers, together with alternative ways to progressively narrow options at key points in the selection journey. It is intended for general commercial practitioners advising private sector business customers on outsourcing transactions, and it does not address public procurement outsourcing. In choosing a procurement route for an outsourcing agreement, there is no single strategy that suits every case; distinctive circumstances often demand a bespoke approach. For example, although clients (customers of outsourcing services) frequently favour competitive tendering, in particular situations a sole-source option can secure terms comparable to those typically achieved through formal competition, particularly where existing relationships can be leveraged or a phased path is adopted to realise the outsourcing function’s aims. The most appropriate solution often involves nuanced variations on conventional wisdom...

From: [ insert name of Employer (the ‘Employer’) ] To: [ insert name of Contractor (the ‘Contractor’) ] Date: [ insert date ] Dear [ insert name of Contractor ] [ insert full project name and/or description/location of the works ] (the ‘Works’) We acknowledge receipt of your tender ([ insert reference ]) dated [ insert date ], together with [ insert details of subsequent correspondence and any other specific documents containing details of the Works ]. We are pleased to advise that, subject to terms being agreed between us, we intend to accept your offer (as set out in the documents mentioned in paragraph 1 above) and to enter into a contract with you for delivery of the Works. The proposed form of contract will be based on the [ insert form of proposed contract ], as varied by a schedule of amendments and annexures enclosed with this letter (together the ‘Contract’). ...

From: [ insert name of Employer (the ‘Employer’) ] To: [ insert name of Contractor (the ‘Contractor’) ] Date: [ insert date ] Dear [ insert name of Contractor ] [ insert full project name and/or description/location of the works ] (the ‘Works’) 1 We acknowledge receipt of your tender ([ insert reference ]) dated [ insert date ], together with [ insert details of any follow-up correspondence and any other particular documents setting out details relating to the Works ]. 2 We are pleased to advise you that, provided the terms are settled between us, we intend to take up your offer (as set out in the materials mentioned in paragraph 1 above) and form a contract with you for the execution of the Works. 3 It is proposed that the contract form will be founded on [ insert form of proposed contract ], modified by a schedule of amendments and annexures duly enclosed with this letter (together the ‘Contract’)...

The Tenderer’s Proposal must include at least one module. The Tenderer may choose one or more of the modules listed below that it intends to offer to [ insert organisation’s name ]...