Again, this explains the authorized shares part. “The acquirer does not have sufficient authorized but unissued stock to pay the merger consideration. State corporate law typically requires that a corporation’s certificate of incorporation contain the corporation’s number of authorized shares (for example, see Del. Code Ann. tit. 8, § 102(a)(4)). If the number of authorized shares needs to be increased to permit the acquirer to pay the merger consideration, the acquirer’s stockholders will need to approve an amendment to the acquirer’s certificate of incorporation to increase the number of authorized shares.”
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.