§ 2512 Social Purpose Corporation Share Exchange

• •A share exchange tender offer is an acquisition of shares using equity securities.
• •It must be done by a social purpose corporation (or one it controls).
• •It does NOT include an exchange reorganization (a special type of corporate restructuring).

Social purpose corporation A offers its own stock to the owners of social purpose corporation B in order to buy B’s shares, but it’s not just a split‑up or merger.

Because A is a social purpose corporation and is using its equity securities to get B’s shares, this counts as a share exchange tender offer under the law, as long as it isn’t an exchange reorganization.