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. In addition to the press release, the public objective will also submit the final agreement (usually as exposure to the 8-K press release or sometimes in the form of separate 8-K). In the case of a share sale, the agreement is often referred to as a merger agreement, whereas in the case of asset sales, it is often referred to as an asset sale contract. The agreement specifies the terms of the agreement. For example, the LinkedIn Merger Agreement Details: Here is LinkedIn Fusion Proxy, filed on July 22, 2016, 6 weeks after the agreement was announced. Schedule 14D-9`s response to unsolicited hostile offers is where you will see the rare opinion of fairness that a transaction is not fair. 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. 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 it seeks acceptance of the issuance of shares by the purchaser`s own shareholders. Sometimes a registration statement also contains the target merger proxy and is presented in the form of a common proxy/prospectus statement. The S-4 generally contains the same detailed information as the merger agent. As the agent for the merger, it is usually filed several weeks after the transaction is announced. 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. 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. The agent also provides critical details about the context of the merger, the fairness notice, the seller`s financial forecasts, and the compensation and post-treatment of the seller`s management.