An agent is an SEC deposit (called 14A) that is required when a limited company does something on which its shareholders must vote, such as the acquisition.B. When voting on a proposed merger, the merger agent (or merger prospectus if the proceeds contain acquiring shares) is appointed by the merger agent and presented as DEFM14A. When new shares are issued as part of a merger or exchange offer, a registration statement (S-4) is filed by the purchaser, in which it seeks acceptance of the issuance of shares by the purchaser`s own shareholders. Sometimes a registration statement also contains the target merger proxy and is presented in the form of a common proxy/prospectus statement. The S-4 generally contains the same detailed information as the merger agent. As the agent for the merger, it is usually filed several weeks after the transaction is announced. Various elements of the merger agreement (contractual terms and consideration, treatment of diluted securities, demerger fees, MAC clause) are more clearly formulated in the merger representation than in the legal jargon merger agreement. The agent also provides critical details about the context of the merger, the fairness notice, the seller`s financial forecasts, and the compensation and post-treatment of the seller`s management. For example, three months after Gillette`s announcement, Procter and Gamble filed an S-4 with the SEC. It contained both the provisional common mandate and the prospectus.
The final agent for the merger was filed by Gillette 2 months later. In this case, as the proxy was later filed, it contained more updated details, including projections. For the rest, the material was largely identical. Here is LinkedIns representing the merger, filed on July 22, 2016, 6 weeks after the announcement of the agreement. For certain concentrations, PREM14C and DEFM14C are designated in place of DEFM14A/PREM14A. This occurs when one or more shareholders hold the majority of the shares and can give their consent in writing without the full consent of the shareholders. The documents contain information similar to that of the merger agent. Finding relevant documents is often the most difficult part of the job in analyzing the transactions of the AM.
When adopting a public target, the nature of publicly available documents depends on the structure of the agreement as a merger or opat. As a general rule, a public seller will submit the agent to the SEC several weeks after a sale is announced. You first see what is called PREM14A, followed by a DEFM14A a few days later. The first is the provisional proxy, the second is the final proxy (or final proxy). The specific number of voting shares and the actual date of the proxy vote remain empty as substitutes for provisional power of attorney.