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

Illustrative Timeline:
Cash Tender Offer v. Merger Proxy
continued
Weeks
Execute Merger Agreement with Buyer
0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
Merger Proxy
Announce Agreement and Consideration
Draft Merger Proxy (2-3 weeks)
HSR filing and Waiting Period
CFIUS filing (if filed) and Review
File Merger Proxy with SEC
SEC may review Merger Proxy and comment
Resolve SEC comments (2-4 weeks)
Distribute Merger Proxy to Stockholders; Solicit Proxies
(SEC Review)
Hold Stockholder‘s Meeting (generally 20-25 business days)
File Certificate of Merger; Merger Effective
A
B
C
Tender Offer
Announce Agreement, Tender Offer and Price
Commence Tender Offer
HSR filing and Waiting Period
CFIUS filing (if filed) and Review
Target Board must file 14D-9 with SEC
File Certificate of Merger; Merger Effective
B
D
A. 30 day initial waiting period (for mergers; 15 days for cash tender offers) expires or, if second request received, extended until substantial compliance with second request.
B. Expiration of initial review period after 30 days, subject to 45-day extension for (x) transactions that would result in non-U.S. control of any ―critical infrastructure of or within
the United States,‖ if such transaction ―could impair‖ national security and such concerns cannot be satisfactorily addressed in a mitigation agreement; and (y) all ―foreign
government-controlled transactions‖, unless the Treasury Secretary and the head of the lead agency jointly determine that the transaction will not impair national security.
C. Mailing assumed to occur 2 weeks after SEC comments received (midpoint of range for when comments received and time to resolve).
D. Assuming expiration or termination of HSR waiting period, receipt of any necessary CFIUS clearances and sufficient shares tendered for a short form merger. If long form
merger required ,then follow proxy and shareholder meeting steps above.
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