Mergers - Equity Derivatives Provision: Difference between revisions
Jump to navigation
Jump to search
Amwelladmin (talk | contribs) |
Amwelladmin (talk | contribs) No edit summary |
||
| Line 4: | Line 4: | ||
*'''Transfer''': an irrevocable commitment to transfer all the {{eqderivprov|Shares}} to another entity; | *'''Transfer''': an irrevocable commitment to transfer all the {{eqderivprov|Shares}} to another entity; | ||
*'''Merger''': merger or binding share exchange of the Issuer with or into another entity where the other entity survives; | *'''Merger''': merger or binding share exchange of the Issuer with or into another entity where the other entity survives; | ||
*'''Takeover''': takeover or tender offer by any entity; | *'''100% Takeover offer''': takeover or tender offer for 100% of outstanding {{eqderivprov|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; | *'''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 {{eqderivprov|Merger Date}} is before the final settlement date. | Where the {{eqderivprov|Merger Date}} is before the final settlement date. | ||
Note that, by contrast, the "{{eqderivprov|Tender Offer}}" {{eqderivprov|Extraordinary Event}} is triggered by greater than 10% but less than 100% of the outstanding voting shares of the {{eqderivprov|Issuer}}. So the two do not in fact overlap. | |||
See with respect to {{eqderivprov|Merger Events}}: | See with respect to {{eqderivprov|Merger Events}}: | ||
Revision as of 17:16, 11 December 2012
Commentary
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.
See with respect to Merger Events: