Premium: addtional premium over the market price of the stock.
Transaction Structures:
US: two ways:
1) statutory merger,
pillow slip A reorganization. Both parties merge into one new corporation
The education must be given to the market asap to die insider trading.
Main difference between this and TO is that it has voting majority of shareholders. This mean 51% shareholders can decide about merger against 49%. Bidder can get 100% of shares with 51% of majority. Its an all or nothing transaction.
Once the deal is approved its binding. Whereas in TO a competing bid can come in at some(prenominal) time.
Triangular merger
A
T
milling machinery
T is merged into Sub but gets the stocks of A. Sub is a dummy fraternity (empty shell) it has nothing in it. If it is not desired to import the liabilities of T into A then we assemble them in a separate subsidiary.
Now if following this structure, a foreign company indirect requests to acquire a US company then the Fr company will create a sub (empty shell) in the US which will merge with T. in the end the T will get shares of A.
It is not attainable in EU because you can only do a bilateral merger. A has no legal relationship with T.
yet if a US company wants to buy a
2) attendee Offer: two step merger process
Europe: integrity way
1) Tender Offer
Stake building - done in high society to secure from
Three points of the EU directives for Tender Offers:
Equal interposition of shareholders
Free play of competing bids
Neutrality of management
For the deal
1) whether the deal is desirable
2) is it feasible?
* S
* How to dress up funds
* Valuation differences
* Major risks involved
* Market reaction
* Politics
* Legal checks
3) How are we expiry to do it?
* Financing structure - how are we going to pay
* Price...If you want to get a full essay, order it on our website: Orderessay
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