Mergers, Amalgamations and Takeovers
Prepare the corporate legal documents you need to merge or amalgamate two or more related companies with these ready-made Amalgamation and Merger Forms.
Q. What is an amalgamation?
A. An amalgamation is the combination of two or more related companies. The amalgamated entity typically takes on the identity of the larger and more financially stable of the amalgamating entities. The shareholders of each company become the shareholders of the amalgamated company, and the assets and liabilities of the merged companies are vested in the amalgamated company.
Q. What is a merger?
A. A merger is the formation of a new company from two or more existing companies, through pooling of common stock, cash payment or a combination of both. The companies being merged cease to exist and the shareholders of those companies become the shareholders of the new company.
Q. What is a takeover?
A. The term takeover is generally used to refer to an acquisition where the company being acquired is resisting the takeover, otherwise known as a 'hostile takeover'. This is accomplished by bypassing the board of directors and making a tender offer directly to the shareholders. If the offer to purchase their shares is sufficient to influence them, a majority of the shareholders may decide to approve the takeover, notwithstanding that the directors and management oppose it.
Many companies have employed defenses against corporate takeover, such as instituting a shareholders' rights plan which allows shareholders to purchase additional stock at a reduced price, resulting in a higher number of shareholders. However, these strategies can have the negative effect of lowering the stock price and diluting the shares.
Takeover Bid Offering Circular | Canada
An Offering Circular must be distributed to the shareholders and security holders of any Canadian corporation which is the target of a takeover bid.
- The Circular contains information required by the shareholders, such as:
- history of the offeror and a description of its business,
- the purpose of the offering and the offeror's plans following the purchase,
- beneficial ownership and trading of the offeror's securities,
- securities subject to the offering,
- effects of the offer on the market for the corporation's securities,
- source of the offeror's funds for the purchase,
- income tax considerations,
- Competition Act legislation,
- statutory rights of offerees.
- Available in MS Word format and fully editable.
- Intended for use only in Canada.
Voting Trust Agreement Pursuant to Take-over Bid | Canada
Draw up a Voting Trust Agreement between a corporation, its shareholders and a trustee pursuant to a take-over bid with this downloadable template for Canadian companies.
- The purpose of the Agreement is to deposit the voting shares of the corporation into trust in connection with a take-over bid to acquire the corporation.
- The shares are being deposited subject to the terms of an escrow agreement and specific securities legislation requirements restricting the exercise of voting rights on the shares.
- The shares will be held by the trustee and released only in accordance with the terms of the Voting Trust Agreement and the consent of the Stock Exchange on which the shares are traded.
- The shareholders agree that while any of their securities remain in trust under the agreement, they will not exercise their voting rights with respect to the shares held in trust.
- This legal contract template is available in MS Word format and is fully editable to meet your needs.
- Governed by Canadian laws and intended for use only in Canada.
Merger Agreement | Australia
Merge two existing Australian companies into a new corporate entity under this customisable Australia Merger Agreement.
- Both of the merging companies will transfer their businesses to the new entity, which will issue shares in its capital to the companies' shareholders in exchange for the transfer.
- The merging companies are responsible for obtaining necessary authorisations and approvals to transfer any leases and business contracts to the new company.
- The new company will offer employment to the current employees, and the companies will pay their salary, sick pay, and other amounts due or accrued to the employees up to the date of completion.
- The merging companies grant the new company power of attorney with respect to transferring the businesses.
- The template includes confidentiality and indemnification provisions.
- Intended for use only in Australia.
