Michigan Agreement and Plan of Merger by The News Corporation Ltd, HMC Acquisition, and Heritage Media

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US-CC-12-1047
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12-1047 12-1047 . . . Agreement and Plan of Merger for merger of corporation with wholly-owned subsidiary of unrelated company (Surviving Company) and conversion of each share of Disappearing Company common stock into right to receive that number of American Depositary Shares (ADS), each of which represents four Preferred Limited Voting Ordinary Shares of Surviving Company, equal to quotient of (a) $20.50 divided by (b) average of daily closing prices of Preferred ADS on New York Stock Exchange Composite Tape on the twenty consecutive trading days ending on day which is five business days prior to date of Special Stockholders Meeting

The Michigan Agreement and Plan of Merger, also known as the Merger Agreement, is a legal document that outlines the terms and conditions of the merger between The News Corporation Ltd, HMC Acquisition, and Heritage Media. This agreement is specific to mergers taking place in the state of Michigan. The purpose of the agreement is to provide a detailed framework for the consolidation of the companies involved, addressing important aspects such as the structure of the merger, the exchange of shares, the governance of the newly formed entity, and any regulatory requirements. There are different types of Michigan Agreement and Plan of Merger, depending on the specific circumstances and objectives of the merging parties. Some of these variations may include: 1. Statutory Merger Agreement: This type of agreement is governed by the Michigan Business Corporation Act (MBC) and involves merging two or more entities into a single surviving corporation. The agreement outlines the terms of the merger, including the conversion of shares, allocation of assets and liabilities, and other key provisions. 2. Short-Form Merger Agreement: This agreement is applicable when one corporation (the parent) already owns a certain percentage of the outstanding shares of another corporation (the subsidiary). The parent company can merge the subsidiary into itself without the need for shareholder approval. 3. Special Merger Agreement: In some cases, the merging parties may have specific terms and conditions unique to their situation. A special merger agreement is tailored to address these specific circumstances and to ensure that both parties' interests are protected. The Michigan Agreement and Plan of Merger is a comprehensive legal document that requires meticulous attention to detail and should be drafted with the assistance of legal professionals to safeguard the rights and obligations of all parties involved.

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Use SEC filings to find details about a company's merger or acquisition. Both the target and acquirer will file reports.

Business Source Complete, ABI/INFORM, Mergent Online, and Nexis Uni (formerly LexisNexis) will provide news articles on recent mergers and acquisitions, as well as industry reports. These industry reports may indicate whether an industry is consolidating or growing industry.

If the merger or acquisition requires a vote by shareholders, the agreement will be available in the proxy document, Schedule 14A (or sometimes an information statement, Schedule 14C). The proxy will include the terms of the merger and what shareholders can expect to receive as proceeds.

Public company mergers require filing a variety of public disclosure documents. In the United States, the companies make public filings of these materials with the Securities and Exchange Commission (SEC).

A public seller will file the merger proxy with the SEC usually several weeks after a deal announcement. You'll first see something called a PREM14A, followed by a DEFM14A several days later. The first is the preliminary proxy, the second is the definitive proxy (or final proxy).

A merger is an agreement that unites two existing companies into one new company. There are several types of mergers and also several reasons why companies complete mergers. Mergers and acquisitions (M&A) are commonly done to expand a company's reach, expand into new segments, or gain market share.

An agreement setting out steps of a merger of two or more entities including the terms and conditions of the merger, parties, the consideration, conversion of equity, and information about the surviving entity (such as its governing documents).

What is an Agreement Of Merger? An agreement of merger is a legal document that establishes the terms and conditions to combine two or more businesses into one new entity. The business owners of the merging companies agree to sell all their stock and assets to the newly formed company for an agreed upon price.

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Michigan Agreement and Plan of Merger by The News Corporation Ltd, HMC Acquisition, and Heritage Media