What is Form S-4?

Source: https://www.sec.gov/

Purpose

Form S-4 makes companies disclose merger, takeover, or exchange offer decisions. Investors acting properly in a merger announcement have a huge earning opportunity. So, this form lets the market work 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 investors’ confidence in the merger.

You are free to use this image on you website, templates, etc., Please provide us with an attribution linkHow to Provide Attribution?Article Link to be HyperlinkedFor eg:Source: Form S-4 (wallstreetmojo.com)

Example

On 15 April 2020, VectoIQ Acquisition Corp. filed Form S-4 to the Securities and Exchange Commission. The merger is between VectoIQ Acquisition Corp. and Nikola Corporation. The form got accepted on the same day.

When to File?

It must be filed with the U.S. Securities and Exchange Commission when a company plans 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 considered a disclosure from the company’s side, and a chance is given to investors to act on the announcement.

Requirements

One must fill out the form: –

  • In the case of a merger, the applicable state law does not require the solicitation of the votes or consent of all of the company’s security holders.Any form of merger.For exchange offers of securities as well.

Form S-4 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, it is seen that subsequent amendments are required. The comments are generally passed within ten business days.

Conclusion

Form S-4 is a regulatory requirement that every company must file if planning for a merger, takeover, or securities exchange. This disclosure is beneficial for investors waiting to earn from the announcement. After the merger announcement, such exposure also gives existing shareholders a chance to decide whether they want to be associated with the company.

This article is a guide to what is Form S-4. Here we discuss purpose, examples, mergers, when to file form S-4, and its requirements. You may also learn more about financing from the following articles: –

  • Defensive IndustriesSEC FilingsForm 8-KForm 10-Q10K vs. 10Q