Post by fastwalker on Sept 21, 2004 10:25:24 GMT -5
Commentary only.....
source:Bart
By: diemundg
12 Jul 2004, 12:09 PM EDT
Msg. 39594 of 39595
(This msg. is a reply to 39565 by cappyprost.)
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OT: CMKX going private info......
A company can go private in a variety of ways, including a merger, a tender offer, and a reverse stock split. A privatization typically commences when a prospective buyer approaches a public company, which may form a special committee to consider the proposal. The special committee retains legal and financial advisors and negotiates with the prospective acquiror.
In a going-private merger, the parties execute a merger agreement, and the company sends its stockholders a proxy statement soliciting votes on the merger. If all conditions to the merger are satisfied, the parties file certificates of merger with the relevant states, and the public company merges with an entity formed by the buyer. As a result of the merger and by operation of law, the shares of the public company's stock (other than shares owned by the buyer) are converted into the right to assert appraisal rights or receive the merger consideration. The merger consideration is the cash or stock paid to the stockholders. A merger typically leaves the surviving corporation with one stockholder, a subsidiary of the buyer. The surviving corporation then files a Form 15 with the SEC and thereby goes private.
In a tender offer, the acquiror purchases shares directly from the public company's stockholders. The acquiror sends the stockholders a written offering document, the "offer to purchase," and a letter of transmittal, which stockholders use to tender shares. Tender offers are commonly conditioned on the buyer's holding at least 90% of each class of the company's stock following the offer. Ownership of at least 90% of the stock permits the buyer to complete a short-form merger, without a vote of stockholders or soliciting proxies. In the short-form merger, the shares that were not tendered are typically converted into the right to assert appraisal rights or receive the same consideration that was paid to the tendering stockholders. At the conclusion of the short-form merger, the company typically has one stockholder, a subsidiary of the buyer.
source:Bart
By: diemundg
12 Jul 2004, 12:09 PM EDT
Msg. 39594 of 39595
(This msg. is a reply to 39565 by cappyprost.)
Jump to msg. #
OT: CMKX going private info......
A company can go private in a variety of ways, including a merger, a tender offer, and a reverse stock split. A privatization typically commences when a prospective buyer approaches a public company, which may form a special committee to consider the proposal. The special committee retains legal and financial advisors and negotiates with the prospective acquiror.
In a going-private merger, the parties execute a merger agreement, and the company sends its stockholders a proxy statement soliciting votes on the merger. If all conditions to the merger are satisfied, the parties file certificates of merger with the relevant states, and the public company merges with an entity formed by the buyer. As a result of the merger and by operation of law, the shares of the public company's stock (other than shares owned by the buyer) are converted into the right to assert appraisal rights or receive the merger consideration. The merger consideration is the cash or stock paid to the stockholders. A merger typically leaves the surviving corporation with one stockholder, a subsidiary of the buyer. The surviving corporation then files a Form 15 with the SEC and thereby goes private.
In a tender offer, the acquiror purchases shares directly from the public company's stockholders. The acquiror sends the stockholders a written offering document, the "offer to purchase," and a letter of transmittal, which stockholders use to tender shares. Tender offers are commonly conditioned on the buyer's holding at least 90% of each class of the company's stock following the offer. Ownership of at least 90% of the stock permits the buyer to complete a short-form merger, without a vote of stockholders or soliciting proxies. In the short-form merger, the shares that were not tendered are typically converted into the right to assert appraisal rights or receive the same consideration that was paid to the tendering stockholders. At the conclusion of the short-form merger, the company typically has one stockholder, a subsidiary of the buyer.
