N.J. Admin. Code § 11:2-6.14

Current through Register Vol. 56, No. 23, December 2, 2024

Section 11:2-6.14 - Mergers, consolidations, acquisitions and similar matters

(a) If action is to be taken with respect to a merger, consolidation, acquisition, or similar matter, the proxy statement shall furnish, in brief outline, the following information:

1. The rights of appraisal or similar rights of dissenters with respect to any matters to be acted upon;

2. Any procedure required to be followed by dissenting stockholders in order to perfect such rights;

3. The material features of the plan or agreement;

4. The business done by the company to be acquired or whose assets are being acquired;

5. The high and low sales prices for each quarterly period within two years (if available); and

6. The percentage of outstanding shares which must approve the transaction before it is consummated.

(b) For each company involved in a merger, consolidation or acquisition, the following financial statements should be furnished:

1. A comparative balance sheet as of the close of the last two fiscal years.

2. A comparative statement of operating income and expenses for each of the last two fiscal years and, as a continuation of each statement, a statement of earning per share after related taxes and cash dividends paid per share.

3. A pro forma combined balance sheet and income and expenses statement for the last fiscal year giving effect to the necessary adjustments with respect to the resulting company.

N.J. Admin. Code § 11:2-6.14