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Mergers & Acquisitions. Mark Siciliano. Definitions. Merger – A joining of two companies to form a new single company. Executives and board may reflect equality upon consummation of the transaction. (Sears/Kmart)

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Mergers acquisitions

Mergers & Acquisitions

Mark Siciliano


Definitions
Definitions

  • Merger – A joining of two companies to form a new single company. Executives and board may reflect equality upon consummation of the transaction. (Sears/Kmart)

  • Acquisition – Taking over of nearly all of one company by another entity. The result will usually be the target becoming the subsidiary of the acquiring company (Progress Energy/Duke Energy)


Common types
Common Types

  • Tender Offer – Acquiror offers cash or a combination of cash/stock directly to target shareholders. Offer must remain open for 20 business days and a minimum number of target shares must be tendered

  • Stock Swap – Shares of acquiring company are offered for each share outstanding of target company. Upon completion target shareholders will have some ownership of larger entity.


Filing types
Filing Types

  • Tender offer – Acquiror must file an SC TO-T. Target must respond with an SC 14D9.

  • Stock Swap – Either acquiror (or newco) must file an S-4; the issuance of new securities.

  • In both instances a Merger Agreement (usually in the form of an 8-K) and a proxy must be filed. Proxies may accompany the aforementioned documents or may be issued via a DEFM14A/DEFM14C.


  • Hostile – Acquiror makes offer to board of target company and is rejected. Acquiror continues without support of target

  • Buyout – An investor group (that may include current management) and makes the acquisition

  • Bear Hug – Letter is sent to target ‘threatening’ a takeover if the board doesn’t agree to terms of acquiror (usually board representation)












M a volum e deals last 10 years
M&A Volume/deals last 10 years



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