Ch 3 Deck 9 Flashcards
used to register securities with the SEC in connection with a business combination or exchange offer
form S-4
S-4 includes the amount an investor
will receive in stock of the combined companies and/or cash for their shares
S-4 contains executive
compensation details
S-4 contains text of
the merger agreement
S-4 contains risk
factors of the deal
S-4 contains financial
information on the merger
S-4 has a section for
questions and answers
S-4 is signed by
- registrant
- its principal executive officer or officers
- its principal financial officer
- its controller or principal accounting officer
- at least a majority of the board of directors or persons performing similar functions
S-4 is filed by
the acquirer in a merger
S-4 contains a
fairness opinion
Under Rule 165 an offerer must file
with the SEC all written communications that are made in connection with or relating to a business combination
Under Rule 165 Written communications includes
electronic communications and other future applications of changing technology
Under Rule 165, where an electronic method of communication is used
the offerer must file a transcript of the electronic communication (e.g. videos)
Rule 165 changed the way certain communications are handled
prior to registration of business combination transactions
Under Rule 165 a communication (e.g. prospectus) may be sent out about a business combination prior to registration if
- it is filed
- there is a legend telling investors that they can read more information about the filing on the SEC website
Under Rule 165, an offer for the sale of assets may be made before the registration statement is filed if
- the first public announcement has been made,
- the written communication describing the offer is filed with the SEC by the first day of use
Rule 425 states that issuers must file any communications in connection with a business combination transaction
with the SEC by the first day of use.
Under Rule 425 communications relating to a pending business combination made to a credit rating agency with respect to the issuer’s credit rating
are not communications that must be filed with the SEC.
Rule 14a-101 covers information needed
in the proxy statement (Schedule 14).
SEC Proxy rule 14(a) certain proposals must be spelled out separately in the proxy for a merger
Staggered boards
changes in quorum minimums
removal of directors
may all need to be spelled out in the proxy
SEC Proxy rule 14(a) certain proposals must be spelled out separately in the proxy for a merger - one that does not is
Golden parachute payments
lists the information that must be included in tender offers and mergers
Regulation M-A
Under Regulation M-A the following information must be included in tender offers and mergers
information about both of the companies
the terms of the transaction
and financial statements
Under Regulation M-A, all cash tender offers and all cash mergers, as well as going-private transactions must have a
“plain English” summary. This is known as a “summary term sheet.”
The “plain English” summary called for under Regulation M-A, is known as a
“summary term sheet.”
