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Mergers, Consolidations, Acquisitions and Similar Matters
Overview
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 Item
14 applies if proxy solicitation is for approval of
- Merger or consolidation Item
14(a)(1)
- Acquisition of securities Item
14(a)(2)
- Acquisition of any other going business Item
14(a)(3)
- Acquisition of the assets of a going business Item
14(a)(3)
- Sale of all or any substantial part of assets Item
14(a)(4)
- Liquidation or dissolution Item
14(a)(5)
Required
information about the transaction:
- Summary term sheet ~ M-A 1001
Item
14(b)(1)
- Contact information Item 14(b)(2)
- Business description
Item 14(b)(3)
- Transaction terms ~ M-A 1004(a)(2)
Item
14(b)(4)
- Regulatory approvals
Item 14(b)(5)
- Reports, opinions, appraisals ~ M-A 1015(b)
Item 14(b)(6)
- Past contacts ~ M-A 1005(b) / M-A 1011(a)(1)
Item 14(b)(7)
- Selected financial data ~ S-K 301
Item
14(b)(8)
- Pro forma selected financial data ~ S-K 301
Item
14(b)(9)
- Pro forma information ~ S-K 301
Item
14(b)(10)
- Book value per share
- Dividends per share
- Income (loss) per share
- Financial information ~ S-X Article 11
Item
14(b)(11)
Required
information about the parties:
- Acquiring company ~ Form S-4 (F-4) Part B
Item
14(c)(1)
- Acquired company ~ Form S-4 (F-4) Part C
Item
14(c)(2)
- Additional requirements for investment companies
and business development companies
Item 14(d)
Incorporation
by reference
- Refer to Form S-4 (F-4)
Item 14(e)(1),
or
- Annual report to securityholders
Item 14(e)(2)
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Item 14 Preliminaries
 Schedule
14A Notes
- See Notes A, D and E at the beginning of this Schedule.
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Instructions |
Instruction
1 When registered securities are offered-
In transactions in which the consideration
offered to security holders consists wholly or in part of securities
registered under the Securities Act of 1933, furnish the information required by
Form S-4 (§239.25 of this chapter),
Form F-4 (§239.34 of this chapter), or Form N-14 (§239.23 of this chapter), as
applicable, instead of this Item.
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Only
a Form S-4, Form F-4, or Form N-14 must be filed in accordance with
§240.14a-6(j).
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Instruction
2 When only cash is offered-
(a) In transactions in which the
consideration offered to security holders consists wholly of cash, the
information
required by paragraph (c)(1) of this Item for the acquiring company need not be
provided unless the information is material
to an informed voting decision (e.g., the security holders of the target company
are voting and financing is not assured).
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(b) Additionally, if only the security
holders of the target company are voting:
i. The financial information in paragraphs (b)(8) - (11) of this Item for the
acquiring company and the target need
not be provided; and
ii. The information in paragraph (c)(2) of this Item for the target company need
not be provided.
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If, however, the transaction is a going-private
transaction (as defined by §240.13e-3), then the information required by
paragraph (c)(2) of this Item must be provided and to the extent that the
going-private rules require the information
specified in paragraph (b)(8) - (b)(11) of this Item, that information must be
provided as well.
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Instruction
3 When exempt securities are offered-
In transactions in which the consideration offered to security holders
consists wholly of securities exempt
from registration under the Securities Act of 1933 or a combination of
exempt securities and cash, information
about the acquiring company required by paragraph (c)(1) of this Item need
not be provided if only the
security holders of the acquiring company are voting, unless the information
is material to an informed voting
decision.
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If only the security holders of the target company are voting,
information about the target company
in paragraph (c)(2) of this Item need not be provided.
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However, the information required by paragraph (c)(2) of
this Item must be provided if the transaction is a going-private (as defined
by § 240.13e-3) or roll-up (as
described by Item 901 of Regulation S-K (§ 229.901 of this chapter))
transaction.
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Instruction
4 When target is a totally held subsidiary-
The information required by paragraphs (b)(8) - (11) and (c) need not
be provided if the plan being voted on
involves only the acquiring company and one or more of its totally held
subsidiaries and does not involve a
liquidation or a spin-off.
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Instruction
5 Accountant's report-
To facilitate compliance with Rule 2-02(a)
of Regulation S-X (§210.2-02(a) of this chapter) (technical requirements
relating to accountants reports), one copy of the definitive proxy statement
filed with the Commission
must include a signed copy of the accountants report. If the financial
statements are incorporated by reference,
a signed copy of the accountants report must be filed with the definitive proxy
statement. Signatures
may be typed if the document is filed electronically on EDGAR. See Rule 302 of
Regulation S-T (§232.302 of
this chapter).
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Instruction
6 Financial schedules-
Notwithstanding the provisions of Regulation
S-X, no schedules other than those prepared in accordance
with §210.12-15, §210.12-28 and §210.12-29 of this chapter (or, for management
investment companies,
§§210.12-12 through 210.12-14 of this chapter) of that regulation need be
furnished in the proxy statement.
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Instruction
7 Financials for preliminary proxy statements-
If the preliminary proxy material
incorporates by reference financial statements required by this Item, a draft of
the financial statements must be furnished to the Commission staff upon request
if the document from which
they are incorporated has not been filed with or furnished to the Commission.
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Item 14(a) Applicability
Schedule
14A Notes
- See Notes A, D and E at the beginning of this Schedule.
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14(a)
Applicability
- If action is to be taken with respect to any of the following
transactions, provide the information
required by this Item:
- (1) A merger or consolidation;
- (2) An acquisition of securities of another
person;
- (3) An acquisition of any other going business or
the assets of a going business;
- (4) A sale or other transfer of all or any
substantial part of assets; or
- (5) A liquidation or dissolution.
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Item 14(b) Transaction information
Schedule
14A Notes
- See Notes A, D and E at the beginning of this Schedule.
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Preamble
- Scope
- Provide the following information for each of the parties to the
transaction unless
otherwise specified:
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14(b)(1)
Summary term sheet
- The information required by Item 1001 of Regulation
M-A (§229.1001 of this
chapter).
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14(b)(2)
Contact information
- The name, complete mailing address and telephone
number of the principal
executive offices.
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14(b)(3)
Business conducted
- A brief description of the general nature of the
business conducted.
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14(b)(4)
Terms of the transaction
- The information required by Item 1004(a)(2)
of Regulation M-A (§229.1004
of this chapter).
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14(b)(5)
Regulatory approvals
- A statement as to whether any federal or state
regulatory requirements must be
complied with or approval must be obtained in connection with the transaction
and, if so, the status
of the compliance or approval.
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14(b)(6)
Reports, opinions, appraisals
- If a report, opinion or appraisal
materially relating to the transaction has
been received from an outside party, and is referred to in the proxy statement,
furnish the information
required by Item 1015(b) of Regulation M-A (§229.1015 of this chapter).
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14(b)(7)
Past contacts, transactions or negotiations
- The information required by Items 1005(b) and 1011(a)(1) of Regulation
M-A (§229.1005 of this chapter and §229.1011 of this chapter), for the parties
to the transaction and their affiliates during the periods for which financial
statements are presented or incorporated by reference under this Item.
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| 14(b)(8)
Selected financial data SEC_CODE_REF_0090001192884
- The selected financial data required by Item
301 of Regulation S-K (§229.301
of this chapter).
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14(b)(9)
Pro forma selected financial data
- If material, the information required by Item 301 of Regulation S-K
(§229.301 of this chapter) for the acquiring company, showing the pro forma
effect of the transaction.
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14(b)(10)
Pro forma information
- In a table designed to facilitate comparison, historical and pro forma
per share data of the acquiring company and historical and equivalent pro forma
per share data of the target
company for the following Items:
- (i) Book value per share as of the date financial data is presented pursuant to
Item 301 of Regulation
S-K (§229.301 of this chapter);
- (ii) Cash dividends declared per share for the periods for which financial data
is presented pursuant
to Item 301 of Regulation S-K (§229.301 of this chapter); and
- (iii) Income (loss) per share from continuing operations for the periods for
which financial data is
presented pursuant to Item 301 of Regulation S-K (§229.301 of this chapter).
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Instructions
to (8) - (10)
- For a business combination accounted for as a purchase, present the
financial information required by paragraphs (b)(9) and
(b)(10) only for the most recent fiscal year and interim period. For a business
combination accounted for as a pooling, present the financial information required by paragraphs (b)(9) and (b)(10) (except for
information with regard to book value) for the most recent three fiscal years and interim period. For purposes of these
paragraphs, book value information need only be provided for the most recent balance sheet date.
- Calculate the equivalent pro forma per share amounts for one share of the
company being acquired by multiplying the exchange ratio times each of:
(i) The pro forma income (loss) per share before non-recurring charges or
credits directly attributable to the transaction;
(ii) The pro forma book value per share; and
(iii) The pro forma dividends per share of the acquiring company.
- Unless registered on a national securities exchange or otherwise required to
furnish such information, registered investment companies need not furnish the information required by paragraphs (b)(8) and
(b)(9) of this Item.
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14(b)(11)
Financial information
- If material, financial information required by Article 11 of Regulation
S-X
(§§210.10-01 through 229.11-03 of this chapter) with respect to this
transaction.
- (1) Present any Article 11 information required
with respect to transactions other than those being voted upon (where not
incorporated by reference) together with the pro forma information relating to
the transaction being voted upon. In presenting
this information, you must clearly distinguish between the transaction being
voted upon and any other transaction.
- (2) If current pro forma financial information
with respect to all other transactions is incorporated by reference, you need
only
present the pro forma effect of this transaction.
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Item 14(c) Information about parties
Schedule
14A Notes
- See Notes A, D and E at the beginning of this Schedule.
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14(c)(1)
Acquiring company
- Acquiring company. Furnish the information required by Part B
(Registrant Information) of Form S-4 (§239.25 of this chapter) or Form F-4
(§239.34 of this chapter), as applicable, for the acquiring company. However,
financial statements need only be presented for the latest two fiscal years and
interim periods.
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14(c)(2)
Acquired company
- Acquired company. Furnish the information required by Part C
(Information with Respect to the Company Being Acquired) of Form S-4 (§239.25 of
this chapter) or Form F-4 (§239.34 of this chapter), as applicable.
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Item 14(d) Investment and business development companies
Preamble
Information
about parties to the transaction
- If the acquiring company or the acquired company is an investment
company registered under the Investment Company Act of 1940 or a business
development company as defined by Section 2(a)(48) of the Investment Company Act
of 1940, provide the following information for that company instead of the
information specified by paragraph (c) of this Item:
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14(d)(1)
Description of business
- Information required by Item 101 of Regulation S-K (§229.101 of this
chapter), description of business;
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14(d)(2)
Description of property
- Information required by Item 102 of Regulation S-K (§229.102 of this
chapter), description of property;
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14(d)(3)
Legal proceedings
- Information required by Item 103 of Regulation S-K (§229.103 of this
chapter), legal proceedings;
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14(d)(4)
Market information
- Information required by Item 201 of Regulation S-K (§229.201 of this
chapter), market price of and dividends
on the registrants common equity and related stockholder matters;
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14(d)(5)
Financial statements
- Financial statements meeting the requirements of Regulation S-X,
including financial information required
by Rule 3-05 and Article 11 of Regulation S-X (§210.3-05 and §210.11-01 through
§210.11-03 of this chapter)
with respect to transactions other than that as to which action is to be taken
as described in this proxy
statement;
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14(d)(6)
Selected financial data
- Information required by Item 301 of Regulation S-K (§229.301 of this
chapter), selected financial data;
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14(d)(7)
Supplementary financial information
- Information required by Item 302 of Regulation S-K (§229.302 of this
chapter), supplementary financial
information;
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14(d)(8)
MD&A
- Information required by Item 303 of Regulation S-K (§229.303 of this
chapter), managements discussion and
analysis of financial condition and results of operations; and
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14(d)(9)
Accountant changes / disagreements
- Information required by Item 304 of Regulation S-K (§229.304 of this
chapter), changes in and disagreements
with accountants on accounting and financial disclosure.
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Instruction
to 14(d)
- Unless registered on a national securities exchange or otherwise
required to furnish such information, registered investment companies need not
furnish the information required by paragraphs (d)(6), (d)(7) and (d)(8) of this
Item.
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Item 14(e) Incorporation by reference
14(e)(1)
Item 14(c) information
- The information required by paragraph (c) of this section may be
incorporated by reference into the proxy
statement to the same extent as would be permitted by Form S-4 (§239.25 of this
chapter) or Form F-4 (§239.34
of this chapter), as applicable.
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14(e)(2)
Alternative
- Alternatively, the registrant may incorporate by reference into the
proxy statement the information required
by paragraph (c) of this Item if it is contained in an annual report sent to
security holders in accordance with
§240.14a-3 of this chapter with respect to the same meeting or solicitation of
consents or authorizations that
the proxy statement relates to and the information substantially meets the
disclosure requirements of Item
14 or Item 17 of Form S-4 (§239.25 of this chapter) or Form F-4 (§239.34 of this
chapter), as applicable.
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Selected Precedent Disclosures
Complete Schedule 14A
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