Palm Beach Florida Agreement and Plan of Merger by The News Corporation Ltd, HMC Acquisition, and Heritage Media

• Category: Corporations - Mergers and Acquisitions
• State: Multi-State
• County: Palm Beach
• 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 Palm Beach Florida Agreement and Plan of Merger 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 Palm Beach, Florida and is designed to facilitate the acquisition and consolidation of assets and operations in the region. The agreement encompasses various aspects of the merger, including the exchange of shares, management framework, financial arrangements, and the integration of business operations. It sets out the rights and obligations of each party involved, with the aim of ensuring a smooth transition and maximizing synergy between the merging entities. The Palm Beach Florida Agreement and Plan of Merger represents the culmination of negotiations between The News Corporation Ltd, HMC Acquisition, and Heritage Media. This agreement is crucial for defining the legal and financial implications of the merger and achieving the strategic objectives of all involved parties. It is important to note that while this description covers the general concept of the Palm Beach Florida Agreement and Plan of Merger, it does not encompass specific details or any potential variations that may exist. Different types or versions of this agreement may exist depending on the specific circumstances and requirements of the merger between The News Corporation Ltd, HMC Acquisition, and Heritage Media. As such, possible variations or specialized types of the Palm Beach Florida Agreement and Plan of Merger could include: 1. Asset Acquisition Agreement: This version of the agreement focuses on the acquisition of specific assets or business divisions located in Palm Beach, Florida. 2. Stock-for-Stock Merger Agreement: Here, the agreement is tailored to a merger where the consideration for the transaction is fully or partially composed of stock shares. 3. Joint Venture Agreement: This type of agreement outlines the formation and operation of a joint venture entity combining the resources and expertise of the merging parties in Palm Beach, Florida. In each case, the Palm Beach Florida Agreement and Plan of Merger will include provisions relevant to the specific nature of the merger, ensuring that all legal, financial, and operational aspects are adequately addressed in the context of the merger between The News Corporation Ltd, HMC Acquisition, and Heritage Media in Palm Beach, Florida.

The Palm Beach Florida Agreement and Plan of Merger 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 Palm Beach, Florida and is designed to facilitate the acquisition and consolidation of assets and operations in the region. The agreement encompasses various aspects of the merger, including the exchange of shares, management framework, financial arrangements, and the integration of business operations. It sets out the rights and obligations of each party involved, with the aim of ensuring a smooth transition and maximizing synergy between the merging entities. The Palm Beach Florida Agreement and Plan of Merger represents the culmination of negotiations between The News Corporation Ltd, HMC Acquisition, and Heritage Media. This agreement is crucial for defining the legal and financial implications of the merger and achieving the strategic objectives of all involved parties. It is important to note that while this description covers the general concept of the Palm Beach Florida Agreement and Plan of Merger, it does not encompass specific details or any potential variations that may exist. Different types or versions of this agreement may exist depending on the specific circumstances and requirements of the merger between The News Corporation Ltd, HMC Acquisition, and Heritage Media. As such, possible variations or specialized types of the Palm Beach Florida Agreement and Plan of Merger could include: 1. Asset Acquisition Agreement: This version of the agreement focuses on the acquisition of specific assets or business divisions located in Palm Beach, Florida. 2. Stock-for-Stock Merger Agreement: Here, the agreement is tailored to a merger where the consideration for the transaction is fully or partially composed of stock shares. 3. Joint Venture Agreement: This type of agreement outlines the formation and operation of a joint venture entity combining the resources and expertise of the merging parties in Palm Beach, Florida. In each case, the Palm Beach Florida Agreement and Plan of Merger will include provisions relevant to the specific nature of the merger, ensuring that all legal, financial, and operational aspects are adequately addressed in the context of the merger between The News Corporation Ltd, HMC Acquisition, and Heritage Media in Palm Beach, Florida.