Going Private Transaction Timetable Checklist (Cash Merger without a First Step Tender Offer Transaction) (DE)

Summary

This is a timetable/checklist for a going private transaction which may be used to track the actions and responsibilities of various parties to the transaction; it assumes an all-cash, one-step acquisition of a Delaware corporation by means of a merger initiated by a bidder that does not need to obtain financing from lenders or private equity investors. A "going private" or "take private" transaction is commonly understood to mean a transaction or series of related transactions that result in (i) the termination of a public company's reporting requirements under the Securities Exchange Act of 1934, as amended, and the delisting of the company's stock from the relevant stock exchange, and (ii) the company being owned by a person or group of persons with some prior "control" relationship with the company. Unlike other public M&A transactions in which a public company's stock is acquired by a non-controlling or unaffiliated buyer, resulting in the de-listing of the target, going private transactions present unique fiduciary duty issues because of the insider relationship between the acquirer and the target, including where management, controlling stockholders, or a company affiliate lead the transaction. Because the acquirer is essentially standing on both sides of the transaction, it could potentially structure the transaction to give itself more favorable terms or to coerce the unaffiliated stockholders into selling their shares on unfair terms.