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Cashing In On Corporate Restructuring



10 October 2007 @ 04:11 pm EST

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While most M&A transactions are handled through stock and cash offerings, others are handled through the use of merger securities . These can include bonds, warrants , preferred stock, rights, and many others. Here's how the process works:

  • The acquiring company decides that it wants to buy or merge with another company.

  • It announces this intention either privately or publicly in a statement, hostile acquisition of stock, rumor, offering, or other means.

  • The company being acquired then considers the bid. The board of directors advises shareholders of the company's recommended vote and then sends out a proxy to all shareholders who vote on whether or not to sell the company.

  • If the merger is approved, both companies file the necessary paperwork with the SEC outlining the terms, time and other details of the sale.

  • The company is bought and integrated into the acquiring company, and the acquired company's shareholders are compensated.

  • The Homework

    As mentioned above, these M&A transactions take place with cash, stock or other instruments. Cash transactions provide limited opportunity for retail investors because any value has already been taken away from arbitrageurs well before the transaction takes place. The same is often true with M&A's that take place with stock offerings because these provide the opportunity to short or buy the acquiring company's stock.

    Merger securities are another story. Oftentimes, nobody wants to deal with merger securities for the same reasons they don't want to deal with spinoffs - because they aren't allowed to (as is the case for larger funds) or because they don't care for or understand the new securities. This presents another great opportunity for investors to profit.

    The most important forms to look at when researching merger securities are:

  • Form S4 - This form covers any new securities issued as a result of a merger.

  • Schedule 14D - This form covers tender offers filed by public acquiring companies.

  • Schedule 13E - This form covers tender offers when a company is going private.
  • This article has been reprinted with the authorization of Investopedia.com

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