gl-schach-blog

10. April 2021

Merger Agreement Sec Filing

Filed under: Allgemein — @ 21:58

If two companies merge, they will jointly issue a press release announcing the merger. The press release submitted to the SEC as 8K (probably on the same day) generally contains details of the purchase price, the form of the consideration (cash vs. share), the expected accretion/dilution to the purchaser and, if applicable, the expected synergies. For example, when LinkedIn was acquired by Microsoft on June 13, 2016, they first published the news via this press release. As a general rule, a public seller will submit the agent to the SEC several weeks after a sale is announced. You first see what is called PREM14A, followed by a DEFM14A a few days later. The first is the provisional proxy, the second is the final proxy (or final proxy). The specific number of voting shares and the actual date of the proxy vote remain empty as substitutes for provisional power of attorney. Otherwise, both usually contain the same material. For example, three months after Gillette`s announcement, Procter and Gamble filed an S-4 with the SEC. It contained both the provisional common mandate and the prospectus. The final agent for the merger was filed by Gillette 2 months later. In this case, as the proxy was later filed, it contained more updated details, including projections.

For the rest, the material was largely identical. An agent is an SEC deposit (called 14A) that is required when a limited company does something on which its shareholders must vote, such as the acquisition.B. When voting on a proposed merger, the merger agent (or merger prospectus if the proceeds contain acquiring shares) is appointed by the merger agent and presented as DEFM14A. For certain concentrations, PREM14C and DEFM14C are designated in place of DEFM14A/PREM14A. This occurs when one or more shareholders hold the majority of the shares and can give their consent in writing without the full consent of the shareholders. The documents contain information similar to that of the merger agent. Various elements of the merger agreement (contractual terms and consideration, treatment of diluted securities, demerger fees, MAC clause) are more clearly formulated in the merger representation than in the legal jargon merger agreement.

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