私有化硅藻泥的优缺点点和缺点，为什么近年来几乎所有国家都在

来源：蜘蛛抓取(WebSpider) 时间：2017-07-31 10:09 标签： 家用中央空调优缺点
在美国上市的中国公司如何实现私有化？
Acquirer, having completed its due diligence, finalizes its
transaction
strategy, including consideration of financing, tax, blue sky
Acquirer distributes 13e-3 Questionnaires to its directors and
Acquirer’s board authorizes the proposal terms of the tender offer,
and authorizes its officers to approach Target board and management
with the proposed tender offer transaction.
Acquirer proposes the tender offer transaction to the
independent
directors of T parties sign confidentiality
agreement.
board forms an independent committee of uninterested.
Independent Committee hires independent legal counsel and
investment bank or valuation expert to evaluate terms of the
Independent Committee may decide to “shop” for
alternative transactions and parties.
Independent
Committee and its advisers evaluate Acquirer’s proposal.
Independent Committee negotiates terms of transaction with
Investment banking firm or other valuation expert issues a fairness
Independent
Committee Target board reviews
Independent Committee report.
Acquirer/Acquisition Sub issues a press release announcing the
transaction.
Acquirer/Acquisition Sub files first Schedule TO with the SEC
covering the press release announcing the transaction.
Target distributes 14d-9
Acquirer & Acquisition Sub’s boards approve the
transaction and select dealer manager and depository, paying, and
information agents.
Acquirer prepares tender offer materials.
Acquirer and Target prepare any necessary antitrust of other
regulatory filings.
Acquirer/Acquisition Sub delivers final tender offer materials
Target stockholder mailing labels to printer.
Acquirer/Acquisition Sub files Schedules 13e-3 and TO with
SEC and Amendment to Schedule 13D.
Acquirer/Acquisition Sub mails tender offer materials to
stockholders.
Acquirer/Acquisition Sub runs summary advertisement and issues
press release.
Target files Schedule 14d-9
Target litigates stockholder strike suits (if any).
Acquirer/Acquisition Sub files amendments to Schedules 13e-3
TO and Target files amendments to Schedule 14d-9 “promptly” as
needed and disseminates additional material to Target stockholders
as required.
Closing of tender offer/purchase of shares.
Acquirer/Acquisition Sub issues press release regarding
completion
of tender offer.
Acquirer board approves short-form merger.
Acquirer/Acquisition Sub closes merger transaction and files
certificate of ownership and merger with Delaware Secretary of
S merger effective.
Acquirer and Target issue joint press release announcing
effectiveness of merger.
Acquirer/Acquisition Sub files Form 15 with SEC deregistering
Target’s stock under the Exchange Act, and de-lists Target stock
from public exchange(s).
Acquirer/Acquisition Sub mails letter of transmittal and notice of
merger to former Target stockholders.
Payment agent pays for remaining shares as submitted by remaining
stockholders.
Acquirer/Acquisition Sub files final amendment to Schedule
（注：本文英文部分为合作伙伴美富律师事务所著）
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