Two-Step Merger Timetable Checklist (Cash Merger with First-Step Tender Offer)

Summary

This two-step merger timetable checklist may be used to track the sequence and steps in conducting a two-step merger transaction. The checklist assumes a friendly, negotiated all-cash acquisition of a publicly held target company incorporated in Delaware by means of a first-step tender offer and a second-step short-form merger. It does not address additional nuances that might be present where the transaction involves a privately held target. The checklist further assumes that a dual-track structure, whereby a proxy statement is filed shortly after the tender offer commences, is not employed. For more information on the dual-track structure, see Two-Step Acquisitions Benefits and Drawbacks.