What is the restricted period for a security to be distributed in connection with the acquisition of a privately held company when the shareholders will not be solicited through proxies?
The day most comparable to the day of mailing the proxy solicitation materials is the day the target security holders are first asked to commit to the transaction, which would be the day the acquiror sends a definitive acquisition agreement to the target security holders for their execution. The restricted period would commence on the earlier of one (or five) business day(s) prior to (i) the time the acquiror furnishes the definitive acquisition agreement for execution to the security holders of the privately held target company or (ii) the commencement of the valuation period. The restricted period would continue until the later of (i) execution of the definitive acquisition agreement or (ii) the end of the valuation period.
Related Questions
- What is the restricted period for a security to be distributed through a merger or an exchange offer? If the valuation period extends after the vote, how does this affect the restricted period?
- Can a company initiate the 10-day notice period by mailing the notice to shareholders prior to receiving approval of its exception request from NASDAQ?
- Does NASDAQ require a company to file a Notification: Listing of Additional Shares in connection with an acquisition?
