Strategy and Tactics: Develop a sector acquisition strategy along with tactics for approaching a would-be target.
Facilitating or Defending the Approach: Approach a target or repel a suitor, creating competitive tension.
Definitive Agreement Negotiation: Negotiate preliminary letters to the board, indications of interest, term sheets, memoranda of understanding, and ultimately a definitive merger agreement between the acquirer and the target.
SEC Filing: Work with legal counsel to draft preliminary proxy materials with which to solicit the approval of the target’s shareholders.
SEC Review and Revisions: Assist legal counsel in addressing SEC comments, make necessary revisions to the proxy materials, and oversee distribution of the definitive proxy materials.
Shareholder Adoption: Advise and assist the client in presentations advocating the adoption of the merger agreement by the target shareholders, and coach client on responses to anticipated questions from stakeholders.
Closing Merger Conditions and Transition Issues: Advise the client in administration of conditions to the parties’ obligations, including receipt of required regulatory approvals, transition plans, employment agreements for key employees, and other matters, to close the merger.