A more thorough explanation:

A public-exchange offer is a type of takeover attempt in which a corporation offers to exchange some of its securities for a specified number of the target corporation's voting shares. This is different from a tender offer, which is a direct offer to purchase shares from shareholders.

For example, if Corporation A wants to acquire Corporation B, it may offer to exchange some of its own stocks for a certain number of Corporation B's voting shares. This offer is made publicly, and shareholders of Corporation B can choose to accept or reject the offer.

This type of offer is regulated by securities laws, and the bidder corporation must follow certain rules and regulations when making the offer.

Overall, a public-exchange offer is a way for a corporation to acquire another corporation by offering its own securities in exchange for the target corporation's shares.