What is Form S4?
Form S4 is a registration statement that companies need to submit to the Securities and Exchange Commission before they plan for merger, takeover, or exchange offer. It is usually believed that the share price of the target company increases after the merger announcement and the share price of the acquirer falls. So investors willing to benefit from this keep a close eye in the Form S4 submission.
Source: https://www.sec.gov/
Purpose
Form S4 make companies disclose merger, takeover, or exchange offer decisions. There is a huge earning opportunity for investors who can act properly in a merger announcement. So this form lets the market act on the mergerMergerMerger refers to a strategic process whereby two or more companies mutually form a new single legal venture. For example, in 2015, ketchup maker H.J. Heinz Co and Kraft Foods Group Inc merged their business to become Kraft Heinz Company, a leading global food and beverage firm.read more announcement, and the share prices of the acquirer and target are decided based on the confidence of the investors on the merger.
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For eg:
Source: Form S4 (wallstreetmojo.com)
Example
On 15-04-2020, the VectoIQ Acquisition corp filed form S4 to the Securities and Exchange Commission. The merger is happening between “VectoIQ Acquisition corp” and “Nikola Corporation.” The form got accepted on the very same day.
When to File?
It needs to be filed to the Securities and Exchange Commission of the US when a company plan to merge, takeoverTakeoverA takeover is a transaction where the bidder company acquires the target company with or without the management's mutual agreement. Typically, a larger company expresses an interest to acquire a smaller company. Takeovers are frequent events in the current competitive business world disguised as friendly mergers.read more, or exchange securities. It is being considered as a disclosure from the company’s side, and a chance is given to investors to act on the announcement.
Requirements
The form may be filled:
- In the case of a merger in which the applicable state law will not require the solicitation of the votes or consents of all of the security holders of the company being acquired
- For any form of mergers
- For exchange offers of securities as well
Form S4 Review Period
It is appropriately filled by the companies planning for a merger and sent for review. Once the form is submitted for review, it is generally seen that comments are provided within 27 business days of filling. Once a comment is passed, and it is seen that subsequent amendments are required, then comments are generally passed within 10 business days.
Conclusion
Form S4 is a regulatory requirement that every company will have to file if they are planning for merger, takeover, or exchange of securities. This disclosure is beneficial for investors who are waiting to earn from the announcement. The disclosure also gives a chance to existing shareholders to make decisions whether they want to be associated with the company after the merger announcement is made.
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