A merger following a tender offer in a two-step merger in which a buyer acquires all the target company's stock following the merger. The approval of the stockholders representing a majority of the remaining shares (which the buyer holds after the tender offer) either by a vote at a stockholders' meeting or by a consent in lieu of a meeting usually is necessary to authorize the back-end merger and complete the acquisition unless an intermediate-form merger, or top-up option allowing the buyer to reach the short-form ownership threshold, is available. Back-end mergers are most commonly structured as reverse triangular mergers because fewer third-party consents are usually required when the target company survives the merger and continues as a subsidiary of the buyer.

For more information on back-end mergers, see Practice Note, Tender Offers: Overview. For a sample merger agreement involving back-end mergers, see Standard Document, Merger Agreement (Tender Offer, Pro-Buyer).