what the difference is between them? Thanks.
Two companies, A and B. 1. If B is a subsidiary of A, then both A and B exist. 2. In a statutory merger, only A exists. 3. In a consolidation, both A and B disappear, and C(A+B) exists. So, it depends on the type of takeover that’s occurring, takeover could be (1) or (2) above. Chime in please.
Acquisition = Company A buys sub of Company B (not entire company) There are three types of mergers A merges with B, both A and B remain (B functions almost as a subsidiary of A) A merges with B, only A remains (B is absorbed into A) A merges with B, create a new company C.
in which case it is a takeover not a merger? Thanks
Adding on the Dreary Merge: Subsidiary: A + B = A, B Statutory Merger: A + B = A Consol : A + B = C I think merger and takeover are a matter of perspective and “wording”. Takeover is from the controlling point of view and merger encompasses different types of takeover/acquisition/merge.
the reason I ask this question is because I recall one of the schweser mock exam, listed some defense, in the answer, it said white knight is a takeover defense, not for merger, etc. it also listed bear hug, staggered…, tender offer, proxy vote, etc, which are defense for merger/acquisition… I will post the question once I saw it again. joseph213 Wrote: ------------------------------------------------------- > Adding on the Dreary > > Merge: > Subsidiary: A + B = A, B > Statutory Merger: A + B = A > Consol : A + B = C > > I think merger and takeover are a matter of > perspective and “wording”. Takeover is from the > controlling point of view and merger encompasses > different types of takeover/acquisition/merge.
I think you’ve mixed it up with pre-offer and post-offer takeover defense mechanism. The items listed are from that section and it doesn’t give a distinction as a merger/acquisition and takeover. White knight is a post-offer takeover defense. Staggered board is pre-offer Bear hug, proxy vote (battle) and tender offer are methods for hostile takeover/acquisition.