Mergers acquisitions
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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

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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.


Mergers acquisitions

  • 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)


Top hostile deals

Top Hostile Deals


Top deals 2012

Top Deals 2012


Challenging deals

Challenging Deals


Biggest buyouts

Biggest Buyouts


Biggest stock swaps

Biggest Stock Swaps


Top tender offers

Top Tender Offers


Top us deals all time

Top US Deals – All Time


Unusual deals

Unusual Deals


Bloomberg ma front page

Bloomberg MA front page


Bb m a search page

BB M&A search page


M a volum e deals last 10 years

M&A Volume/deals last 10 years


Bb league table

BB League Table


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