Tender offers are making waves in Australia’s capital markets in 2025, thanks to a surge in corporate M&A activity and recent regulatory tweaks. If you hold shares in an ASX-listed company, chances are you’ll encounter a tender offer at some point. But what exactly is a tender offer, and how should investors approach them in today’s evolving market?
What Is a Tender Offer, and Why Do Companies Make Them?
A tender offer is a public proposal from a company (or third party) to buy some or all shares from existing shareholders, usually at a premium to the current market price. Unlike standard on-market trades, tender offers are direct and often come with set deadlines and conditions.
Companies make tender offers for a few key reasons:
- Takeovers & Acquisitions: A bidder may want to acquire control of a company by buying enough shares directly from existing holders.
- Share Buybacks: Companies may use tender offers to repurchase their own stock, often to return capital to shareholders or boost earnings per share.
- Restructuring: Sometimes, tender offers are part of broader strategies to streamline ownership or facilitate mergers.
In 2025, we’re seeing a renewed appetite for both off-market buybacks and takeover bids, as Australian corporates respond to higher interest rates, shifting investor sentiment, and new rules from the Australian Securities and Investments Commission (ASIC).
2025 Policy Updates: What’s Changed for Tender Offers?
This year has brought some important changes to how tender offers are regulated in Australia. Here are the highlights:
- ASIC’s Updated Guidance: In March 2025, ASIC clarified disclosure requirements for bidders, with a focus on transparency around pricing formulas, funding sources, and the treatment of minority shareholders.
- Revised ASX Timetables: New ASX Listing Rules (effective January 2025) have tightened the timelines for announcing and settling tender offers, aiming to reduce market volatility and information asymmetry.
- Shareholder Protections: The Takeovers Panel has increased scrutiny on coercive tactics and ‘creeping’ acquisitions, ensuring that retail investors are not pressured into unfavourable deals.
For example, when mining giant Rio Tinto launched a $1.2 billion off-market buyback in February 2025, the company was required to provide granular details on how the buyback price was calculated, the tax implications for different shareholder types, and the impact on remaining shareholders. This level of disclosure is now standard, providing greater confidence for retail investors considering whether to participate.
Smart Strategies: Should You Accept a Tender Offer?
Deciding whether to accept a tender offer isn’t always straightforward. Here are some practical considerations for Australian investors in 2025:
- Compare Offer Price to Market Value: Is the tender price above recent trading prices? A premium is common, but sometimes the market may anticipate a higher competing bid.
- Understand Tax Implications: Off-market buybacks often have unique tax treatments, especially for franking credits. The ATO’s 2025 guidance highlights that some buybacks may generate capital gains or affect eligibility for future franking credits.
- Assess the Company’s Motives: Is the offer part of a friendly buyback, a hostile takeover, or a restructuring? The context can affect both the value and the risks.
- Partial vs. Full Acceptance: Many offers allow you to tender only a portion of your shares. This can let you realise some value while retaining upside if the company’s prospects improve.
- Monitor Competing Offers: In active M&A environments, a first tender offer may be followed by higher bids. Don’t rush—review all available information and deadlines before committing.
Let’s say you own shares in a listed tech company that receives a takeover bid via tender offer. The offer is at a 15% premium to the last close. Before accepting, you’d want to:
- Check if the board recommends the offer
- Review independent expert reports for fair value assessments
- Understand any conditions (such as minimum acceptance thresholds)
- Consider if there’s likely to be a bidding war
Conclusion: Stay Informed, Stay Empowered
Tender offers are powerful tools for companies and investors alike, offering opportunities for liquidity, premium exits, or portfolio reshuffling. In 2025, with new policy frameworks and active M&A markets, understanding how these offers work—and how they’re regulated—is essential for making informed decisions.
