Williams Act MFEs: Is there a tender offer & required disclosures in this hypo?
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Date: February 5th, 2016 2:02 AM Author: provocative smoky ticket booth
CorpX, a public DE corp, has 2 divisions, XA (since the beginning) & XB, a wholly owned subsidiary acquired 3yrs ago.
During prelim negotiations w/ CorpY (public DE corp) & CorpZ (privately held NV corp, all voting stock owned by founder Zman), they come up with this 2part plan:
1. 21 of XB shareholders, including several CorpX officers & hedge funds, will vote to approve XB (spun off)merging into a newly formed acquisition subsidiary of CorpZ. The 21 XB shareholders will get newly issued *nonvoting* CorpZ stock. This nonvoting stock would not be SECregistered, b/c of the small # of shareholders.
2. The boards of CorpX & Corp Y will approve & recommend that CorpY acquire CorpX (now only comprising division XA) using a reverse subsidiary merger. CorpY will form an acquisition subsidiary that will then merge into CorpX, and all CorpXcommon stock will be exchanged for newly issued, and SEC-registered, CorpY preferred stock paying annual interest of 4%, convertible after a year to CorpY common stock.
Q1: Is there a tender offer according to the SEC's 8-factor test?
Q2: Any R13 or R14 disclosures?
(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29756314) |
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Date: February 7th, 2016 11:53 AM Author: Submissive brunch
You need to ask why are you even considering Willis Act. Is the merger going to be achieved via tender offer? Or straight merger?
The 21 shareholders dont have anything to do with Williams Act - they are part of XB wjich has nothing to do with thr CorpX amd CorpY merger.
They wont even have to file 13D because XB is a private co with no losted shares.
(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29771988) |
Date: February 7th, 2016 11:55 AM Author: boyish sexy native pozpig
Don't know anything about law BUT:
Not a tender
Disclosures likely required
(http://www.autoadmit.com/thread.php?thread_id=3119056&forum_id=2#29771993) |
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