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

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• County: Collin
• Control #: US-CC-12-1047
• Format: Word; Rich Text

Description

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 Collin Texas Agreement and Plan of Merger is a legal document that outlines the terms and conditions of a merger between The News Corporation Ltd, HMC Acquisition, and Heritage Media. This merger agreement is specific to entities operating within the Collin County, Texas region. The purpose of the Collin Texas Agreement and Plan of Merger is to facilitate the integration of The News Corporation Ltd, HMC Acquisition, and Heritage Media into a single entity, resulting in enhanced synergies and operational efficiencies. This document includes various provisions and clauses that govern the merger process, ensuring a smooth transition and compliance with applicable laws and regulations. Some key aspects covered in the Collin Texas Agreement and Plan of Merger include: 1. Parties involved: The News Corporation Ltd, a leading media conglomerate, HMC Acquisition, an investment firm, and Heritage Media, a media company, are the primary entities involved in this merger. 2. Terms and conditions: The agreement outlines the terms agreed upon by all parties involved, including the exchange of shares, assets, and liabilities, as well as any cash considerations, if applicable. 3. Merger structure: The Collin Texas Agreement and Plan of Merger defines the organizational structure of the merged entity, including the composition of the board of directors, executive positions, and the allocation of voting rights. 4. Regulatory approvals: The document addresses the requirement for obtaining necessary regulatory approvals, such as antitrust clearance or industry-specific authorizations. 5. Integration process: The agreement includes provisions for the integration of operations, employees, systems, and assets of the merging entities, ensuring a seamless transition and minimal disruption to business operations. 6. Confidentiality and non-disclosure: The Collin Texas Agreement and Plan of Merger may contain clauses that protect the confidential information of the merging entities, restricting its disclosure to third parties. 7. Termination and amendment: The document specifies conditions under which the merger agreement can be terminated or amended, safeguarding the rights and interests of all parties involved. It is worth noting that the Collin Texas Agreement and Plan of Merger may have variations or be subject to customization based on the specific requirements and circumstances of The News Corporation Ltd, HMC Acquisition, and Heritage Media. However, the general principles and components mentioned above would typically be present in such an agreement.

The Collin Texas Agreement and Plan of Merger is a legal document that outlines the terms and conditions of a merger between The News Corporation Ltd, HMC Acquisition, and Heritage Media. This merger agreement is specific to entities operating within the Collin County, Texas region. The purpose of the Collin Texas Agreement and Plan of Merger is to facilitate the integration of The News Corporation Ltd, HMC Acquisition, and Heritage Media into a single entity, resulting in enhanced synergies and operational efficiencies. This document includes various provisions and clauses that govern the merger process, ensuring a smooth transition and compliance with applicable laws and regulations. Some key aspects covered in the Collin Texas Agreement and Plan of Merger include: 1. Parties involved: The News Corporation Ltd, a leading media conglomerate, HMC Acquisition, an investment firm, and Heritage Media, a media company, are the primary entities involved in this merger. 2. Terms and conditions: The agreement outlines the terms agreed upon by all parties involved, including the exchange of shares, assets, and liabilities, as well as any cash considerations, if applicable. 3. Merger structure: The Collin Texas Agreement and Plan of Merger defines the organizational structure of the merged entity, including the composition of the board of directors, executive positions, and the allocation of voting rights. 4. Regulatory approvals: The document addresses the requirement for obtaining necessary regulatory approvals, such as antitrust clearance or industry-specific authorizations. 5. Integration process: The agreement includes provisions for the integration of operations, employees, systems, and assets of the merging entities, ensuring a seamless transition and minimal disruption to business operations. 6. Confidentiality and non-disclosure: The Collin Texas Agreement and Plan of Merger may contain clauses that protect the confidential information of the merging entities, restricting its disclosure to third parties. 7. Termination and amendment: The document specifies conditions under which the merger agreement can be terminated or amended, safeguarding the rights and interests of all parties involved. It is worth noting that the Collin Texas Agreement and Plan of Merger may have variations or be subject to customization based on the specific requirements and circumstances of The News Corporation Ltd, HMC Acquisition, and Heritage Media. However, the general principles and components mentioned above would typically be present in such an agreement.