Summary Of Merger Agreement

Oct 092021

A public vendor will typically file the merger proxy with the SEC several weeks after an announcement of an agreement. You`ll first see something called preM14A, followed by a DEFM14A a few days later. The first is the temporary proxy, the second is the definitive proxy (or the final proxy). The actual number of shares with voting rights and the actual date of proxy voting remain empty as substitutes in the provisional power. Otherwise, both usually contain the same material. In the analysis of M&A transactions, discovering relevant documents is often the hardest part of the job. In the event of the acquisition of a public objective, the type of documents available to the public depends on the structure of the agreement as a merger or as a PUBLIC OFFER. Here is the linkedIn merger proxy, filed on July 22, 2016, 6 weeks after the announcement of the operation. For example, 3 months after Procter & Gamble announced that it would take over Gillette, it filed an S-4 with the SEC. It contained both the provisional joint power of attorney statement and the prospectus. The final merger power was filed by Gillette 2 months later. In this case, since the power of attorney was filed later, it contained updated details, including projections. For the rest, the material was largely identical.

Several elements of the merger contract (terms and considerations of the agreement, processing of dilution documents, breaker fees, MAC clause) are summarized and clarified in the proxy merger than in the merger agreement on the right. The power of attorney also contains critical details about the context of the merger, the fairness opinion, the seller`s financial forecasts, and the remuneration and treatment of the seller`s management after the agreement. When new shares are issued as part of a merger or exchange offer, a registration statement (S-4) is filed by the purchaser, in which the purchaser`s shareholders have given them their consent to the issue of shares. Sometimes a registration statement also contains the destination merger power and is filed in the form of a joint proxy/prospectus statement. The S-4 usually contains the same detailed information as the fusion proxy. Like the merger power, it is usually filed several weeks after the announcement of the transaction. If two companies merge, they will jointly issue a press release announcing the merger. The press release, which is submitted to the SEC as 8K (likely on the same day), usually contains details about the purchase price, the form of the consideration (cash vs). shares), the expected accretion/dilution for the acquirer and the expected synergies, if any. . . .

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