A more thorough explanation:

Definition: A two-tier offer is a strategy used by a bidder to acquire a target corporation. The first step involves a cash tender offer, and the second step usually involves a merger. In the merger, the remaining shareholders of the target company receive securities from the bidder. However, these securities are typically less favorable than the cash given in the first step.

One example of a two-tier offer is when Company A wants to acquire Company B. Company A offers to buy all of Company B's outstanding shares for $50 each. If enough shareholders accept the offer, Company A will then merge with Company B. In the merger, the remaining shareholders of Company B will receive shares of Company A's stock, which may not be as valuable as the cash offered in the first step.

Another example is when a private equity firm wants to acquire a publicly traded company. The private equity firm may offer a cash tender offer to buy a controlling stake in the company. If successful, the private equity firm can then merge the company with another company in its portfolio, which may not be as beneficial for the remaining shareholders of the target company.

These examples illustrate how a two-tier offer can be used to acquire a target company. The first step involves offering a premium price for the company's shares to entice shareholders to sell. The second step involves a merger that may not be as favorable for the remaining shareholders of the target company.