Mergers are transactions involving the combination of generally two or more companies into a single entity. The need for shareholder approval of a merger is governed by state law. Typically, a merger must be approved by the holders of a majority of the outstanding shares of the target company. Approval of the acquiring company’s shareholders may also be required under certain circumstances (for example, the exchange listing standards may require a shareholder approval if the number of shares of the acquiring company offered as merger consideration exceeds a specified threshold).
If the company you’ve invested in is involved in a merger and is subject to SEC reporting obligations, you should receive information about the merger from the company. This information may be in the form of a proxy statement on Schedule 14A, an information statement on Schedule 14C or a joint proxy statement/prospectus on Form S-4 if the merger consideration (e.g., cash, shares of the acquiring company, or a combination of cash and shares) includes shares of the acquiring company.
These documents will include information about the target company, the acquiring company and the terms of the merger, including the consideration you will be entitled to receive if the merger is approved. If you believe the amount you will receive is not fair, check these documents for information on appraisal or dissenter’s rights under state law. You must follow the procedures precisely or your appraisal or dissenter’s rights may be lost.
You can also obtain a copy of a company’s proxy statement, information statement, or joint proxy statement/prospectus by using the SEC’s EDGAR database. To learn how to find these documents, read our tutorial on how to use EDGAR. If you know that a company has filed a proxy or information statement with the SEC, enter the company’s name into a company filing search and filter the results by filing type “PREM14A,” “DEFM14A,” “PREM14C,” or “DEFM14C.” The form prefixes “PRE” and “DEF” stand for preliminary and definitive, respectively. If you know that a company has filed a joint proxy statement/prospectus with the SEC, enter the company’s name into a company filing search and filter the results by filing type “S-4.”