Press Release Announcing Public Merger

Summary

This template is a press release publicly announcing the signing of a definitive merger agreement and the planned merger of two publicly traded companies. This template includes practical guidance, drafting notes, and an optional clause. Issuing a press release is a significant milestone and a critical step in the public merger process. Press releases serve legal and compliance functions, like satisfying securities exchange advance notice rules (see, e.g., NYSE Listed Company Manual Section 202.06, available on the NYSE's website), and marketing and investor relation functions, like mustering support for the merger and providing investors and shareholders with important transaction information. Merger press releases also frame shareholder and investor reception of a transaction, and because a positive initial reception to a deal is often a strong indicator of its ultimate success, merger agreements generally contain detailed terms addressing the issuance of a joint press release by the merging parties following signing of the agreement. Although their exact contents are always unique to the announced transaction and parties involved, certain elements of press releases are universal. Almost all merger press releases will contain a dateline, a simple statement announcing the signing of a merger agreement, a brief description of the merger, quotes or commentary from company executives, information relating to planned investor presentations or conferences on the transaction, and certain securities disclosures (e.g., forward-looking statements disclosures). This template addresses each of these elements, however, you should be sure to include any additional information or disclosures, and to modify the default provisions of this template, as may be necessary to suit your transaction. This template is intended to be used for the announcement of a planned merger between two publicly traded companies as part of an acquisition but could be modified to suit other purposes, too. For a template press release announcing the completion of a merger, see Press Release Announcing Merger Closing. For template press releases relating to spin-offs and divestiture transactions, see Press Release Announcing Planned Spin-Off, Spin-off Progression and Form 10 Registration Statement Filing Press Release, Spin-off Completion Press Release, Parent Company Press Release Announcing Spin-off (Record Date, Distribution Date, and Distribution Ratio), and Spin-off Subsidiary Spin-off Press Release Announcing Effectiveness of Form 10 Registration Statement. For a general overview of the process and timeline of a public merger, see Public Merger Timeline (All Cash Consideration) and Public Merger Timeline (Stock Consideration). Click here to see recent examples of merger press releases in Market Standards, the Practical Guidance database of publicly filed M&A deals that enables users to search, compare, and analyze transactions using 150+ M&A deal points to filter search results. You can customize any search to your needs by adding filters or modifying the search criteria.