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. 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. Finding relevant documents is often the most difficult part of the job in analyzing the transactions of the AM. When adopting a public target, the nature of publicly available documents depends on the structure of the agreement as a merger or opat. 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: three months after the announcement of the acquisition of Gillette by Procter and Gamble, it 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. 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. 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. 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.