What is the difference between a one-step merger and a two-step tender offer, and when is each preferred?

A one-step merger goes through a shareholder vote: the boards agree, a proxy is filed, and shareholders vote to approve — reliable but slower, often months. A two-step structure launches a tender offer directly to shareholders to tender their shares, and once the bidder crosses a threshold it squeezes out the rest via a back-end (short-form) merger — typically faster to gain control because it skips the proxy-vote timetable. Two-step is preferred when speed and certainty of control matter and the shareholder base will tender readily (especially in friendly all-cash public deals); one-step is preferred when stock consideration is used (registration/proxy is needed anyway), when the back-end squeeze-out is harder, or when a clean vote is procedurally simpler. Regulatory clearance timing (antitrust) often dominates either way, so the choice is mainly about minimizing the deal-control timeline given the consideration and jurisdiction.