Template:M summ Equity Derivatives 12.1(b)

Section 12.1(b) Merger Event

In summary, this breaks down into:

• Transfer: an irrevocable commitment to transfer all the Shares to another entity;
• Merger: merger or binding share exchange of the Issuer with or into another entity where the other entity survives;
• 100% Takeover offer: takeover or tender offer for 100% of outstanding Shares by any entity;
• Reverse Merger: merger binding share exchange of the Issuer with or into another entity where the Issuer survives but represents less than 50% of the resulting entity;

Where the Merger Date is before the final settlement date.

Note that, by contrast, the “Tender Offer” Extraordinary Event is triggered by greater than 10% but less than 100% of the outstanding voting shares of the Issuer. So the two do not in fact overlap.

Section 12.1(c) Merger Date

For what its worth here is the definition of Merger Date, in Section 12.1(c) in all its glory ...

12.1(c) “Merger Date” means the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent.

...and in Nutshell™:

12.1(c) “Merger Date” means the closing date of a Merger Event or, if one can’t be determined the date determined by the Calculation Agent.

Not really much to see here, we think you will agree.