Harris 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: Harris
• 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 Harris Texas Agreement and Plan of Merger is an important legal document that outlines the terms and conditions for a merger between The News Corporation Ltd, HMC Acquisition, and Heritage Media. This merger involves the consolidation of resources, assets, and operations of these entities to create a stronger and more competitive organization. The Harris Texas Agreement and Plan of Merger is designed to ensure a smooth and effective merger process by clearly defining the rights, responsibilities, and obligations of each party involved. It not only establishes the framework for the merger but also governs how the new entity will operate after the merger is complete. Some key elements that may be included in the Harris Texas Agreement and Plan of Merger are: 1. Objectives and Purpose: The agreement highlights the reasons for the merger, such as increased market share, improved operational efficiency, or expansion into new markets. It also sets forth the overall goals and objectives of the new entity. 2. Consideration: This section outlines the exchange of shares, assets, or cash as consideration for the merger. It specifies how the valuation of each party's contributions will be calculated and ensures fairness in the transaction. 3. Merger Structure: The agreement provides details on the legal structure of the merger, such as whether it will be a statutory merger, stock-for-stock merger, or asset acquisition. This section may include information on the process of transferring ownership, potential tax implications, and other legal considerations. 4. Governance and Management: The Harris Texas Agreement and Plan of Merger delineates the structure of the new entity's governance and management. It establishes the composition of the board of directors, the roles and responsibilities of key executives, and decision-making processes within the organization. 5. Employee Matters: This section covers the treatment of employees affected by the merger. It may outline any employment agreements, severance packages, or other benefits provided to ensure a smooth transition for employees. 6. Regulatory Approvals: If the merger requires approval from regulatory bodies, such as antitrust authorities or industry-specific regulators, this section details the necessary steps and timelines to obtain such approvals. Some potential types of Harris Texas Agreement and Plan of Merger by The News Corporation Ltd, HMC Acquisition, and Heritage Media could include: 1. Statutory Merger Agreement: This type of merger involves merging the companies at a statutory level, which can result in the consolidation of legal entities and the transfer of all assets and liabilities to the surviving entity. 2. Stock-for-Stock Merger Agreement: In this type of merger, the companies agree to exchange shares of their respective stock as consideration for the merger. The holders of the acquired company's stock typically receive shares in the surviving entity. 3. Asset Purchase Agreement: This type of merger involves the acquisition of specific assets and liabilities of one entity by another. It allows for a more targeted approach to acquiring the desired assets and can be structured to avoid assuming unwanted obligations. In summary, the Harris Texas Agreement and Plan of Merger is a crucial document that outlines the terms, conditions, and legal framework for the merger between The News Corporation Ltd, HMC Acquisition, and Heritage Media. It serves to protect the interests of all parties involved and ensures a smooth transition into the newly formed entity.