Replies to post #20625 on Momenta Pharmaceuticals, Inc. (MNTA)

[jbog]

No pun or dig intended.

A buyout is one company offering cash to obtain another without any strings to current management. A merger is two companies combining with each companies current shareholders holding an equity stake. In a merger you receive stock and maybe a little true-up cash to settle the deal.

Now to the real question, why would an equity sale effect a trust, which was your original statement. Do you have to re-work your trust every time you buy or sell something?

[funindasun]

Boing you're right. It's a merger.

That's what they are calling it in the filing this morning.

The Merger Agreement provides that, among other things, subject to the satisfaction or waiver of certain conditions, following completion of the Offer, and upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the relevant provisions of the Delaware General Corporation Law, as amended (the “DGCL”), Purchaser will be merged with and into the Company (the “Merger”). Following the Merger, the separate corporate existence of Purchaser shall cease, and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) under the name “Momenta Pharmaceuticals, Inc.” as a wholly owned subsidiary of Parent. The Merger will be governed by Section 251(h) of the DGCL, which provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the...