해외 M&A의 ë²•ì  ìŸì  - Sullivan & Cromwell

―Two Step‖ Transaction Structure
to Get to 100% Ownership
continued
Tender Offer Plus Back-End Merger
‒ Cash tender offer followed by long-form or short-form merger
▶ Potential timing advantages over merger
Must be open for a minimum of 20 business days
Regulatory reviews, however, can eliminate timing advantage
▶ Structure for hostile suitors since offer is made directly to Target stockholders
‒ Short-form merger (immediately following tender offer)
▶ Once Buyer owns over 90% of Target stock (in Delaware), it can effect
immediately the ―squeeze-out‖ merger without need for any action by Target
Board or other stockholders
▶ Not available in all states, however
Exchange Offer also available but requires ―effectiveness‖ of
registration of stock with SEC
‒ Usually just do ―one step‖ merger (unless hostile exchange offer)
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