ANALYSIS: Acquisitions By U.S. Public Companies: Considerations Relating To Cooperation By Non-U.S. Target Companies
November 29, 2010 in World Securities Law Report
Let’s assume your company is a non-U.S. company in the midst of evaluating an acquisition proposal by a U.S. public company and your investment bankers point out that the acquisition may be effected using cash or shares, but, in the former case, the acquiror may need to fund the cash consideration through an offering of securities in the U.S. capital markets. Your finance director asks if there are any “SEC issues” she should be aware of. 1
1 Note that if the acquiror is a non-U.S. company but has a U.S. listing, many of the issues addressed in this Special Report may also be relevant to the extent that the acquiror will seek to access the U.S. capital markets to fund the acquisition.
We outline in this Special Report the principal issues that your company should consider in formulating its answers. We note that your company may be a private company, a public company or a division of a public company (which we refer to herein as the “target operations”). We assume that…