12-1357H 12-1357H . . . Agreement and Plan of Merger for merger of corporation into corporation that owns 74% of its common stock ("Parent") and conversion of all outstanding shares of common stock of Parent into shares of common stock of Subsidiary ("Surviving Company") on a share-for-share basis
Maryland Agreement and Plan of Merger by General Homes Corp and General Homes Management Corp
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US-CC-12-1357H
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FAQ
Mergers combine two separate businesses into a single new legal entity. True mergers are uncommon because it's rare for two equal companies to mutually benefit from combining resources and staff, including their CEOs.
If the necessary majority of the corporation's shareholders approve a merger or consolidation, it will go forward, and the shareholders will be compensated. However no shareholder who votes against the transaction is required to accept shares in the surviving or successor corporation.
A merger typically occurs when one company purchases another company by buying a certain amount of its stock in exchange for its own stock. An acquisition is slightly different and often does not involve a change in management.
A merger is a form of legal consolidation, where two (or more) companies form a single entity that supersedes the previously existing companies. But in an acquisition, where one company purchases another, the buyer company continues to exist.
In a merger, the target entity merges into the acquiring party in a deal effectuated under the general merger statutes. This merger type is general in the sense that it is not specific and can potentially apply to all mergers.
A merger happens when two companies combine to form a single entity. Public companies often merge with the declared goal of increasing shareholder value, by gaining market share or from entering new business segments. Unlike an acquisition, a merger can result in a brand new entity formed from the two merging firms.
Merger: When two companies combine to form one new company. There is nothing left of the combining companies. Acquisition: When one company buys another and it becomes part of the buying organization. There are other forms of business combinations, such as joint ventures, and consortia.