[Last updated: 1 January 2025, unless otherwise noted]

Set forth below are illustrative alternative timelines for negotiated, "friendly" acquisitions for cash, conducted as a "one- step" merger and a "two-step" merger. The cash “two-step” merger generally has a shorter timeline, regardless of whether it is effected in reliance on Section 251(h) of the Delaware General Corporation Law after acquisition of simple majority ownership (see further discussion on Section 251(h) of the Delaware General Corporation Law in “7.1 Squeeze-out procedures”), or as an "old regime" “two-step” transaction after acquisition of 90% ownership (or such other percentage as may be required for a short-form merger under the applicable state corporate law).

The principal factor increasing the time required for a “one-step” merger is SEC review of, and comment on, the target public company's proxy statement and subsequent revision of the proxy statement or other appropriate responses to the SEC's comments. A tender offer for a “two-step” merger can be commenced without any SEC review of the acquirer's Schedule TO. However, SEC comments may be issued after commencement of the tender offer and could require amendments to the offer to purchase (which, if material, could obligate the acquirer to extend the offer period) or to the target public company's Schedule 14D-9.

For the sake of simplicity, the steps set forth below assume the target public company is incorporated under Delaware law, the prevailing jurisdiction of choice for most US corporations.

5.1 Indicative timeline of a one-step, all cash merger

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5.2 Indicative timeline of a two-step, all cash tender offer and merger

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Shares Consideration and Timelines – In a transaction in which any of the offered consideration is an acquirer’s shares, the timelines will generally be the same regardless of whether the acquisition is effected as a “two-step” merger or a “one-step” merger. That is because, in either transaction form, it will be necessary to file a registration statement with the SEC to register the shares or other securities issuable as merger consideration unless a registration exemption is available under SEC rules. The registration statement, if required, will be subject to review and comment by the SEC staff before it is declared effective, and preparation of a registration statement can extend the transaction timeline based on the complexity of required disclosures, such as pro forma financial statements of the combined business. Neither a “one-step” nor a “two-step” merger that includes registered share consideration may be consummated before such effectiveness. Additionally, NYSE and Nasdaq listing rules require acquirer shareholder approval before an acquirer public company may issue 20% or more of their shares as consideration. This approval, if required, would require a buyer to conduct a meeting and proxy solicitation process under SEC rules itself. Such process would be run in parallel to the offer and exchange process.

Timelines Generally – A number of events, some noted in the timelines, can extend the time frames set forth including, but not limited to, a second request for information by the FTC or DOJ under the HSR Act, a CFIUS review of the transaction, extensions of the tender offer period if tenders of the desired number of target public company shares have not been received, or postponement of a shareholders' meeting to obtain the required shareholder vote.