Missouri Schedule 14D-9 is a crucial document that plays a significant role in merger and acquisition transactions. It is a solicitation and recommendation statement required under the Missouri Securities Act. This document is filed by target companies to provide shareholders with detailed information regarding a tender offer made by an acquiring company. The purpose of the Missouri Schedule 14D-9 is to inform shareholders about the terms and conditions of the tender offer, as well as provide the target company's board of directors' recommendation regarding the offer. It serves as a comprehensive tool for shareholders to evaluate the offer and make informed decisions. The Missouri Schedule 14D-9 contains important information such as the background and reasons for the offer, the financial condition and prospects of the acquiring and target companies, any potential conflicts of interest, and any legal or financial advice received by the target company's board of directors. It is essential to note that while the Missouri Schedule 14D-9 primarily applies to tender offers, it can also be used for other types of transactions, such as exchange offers or merger proposals. The content and structure of the Schedule 14D-9 may vary depending on the specific transaction type, but the core purpose remains the same — to provide shareholders with information and guidance. Different types of Missouri Schedule 14D-9 Solicitationio— - Recommendation Statements may include: 1. Friendly Tender Offer: This type of Schedule 14D-9 is used when the target company's board of directors recommends the tender offer made by the acquiring company. It outlines the rationale behind the recommendation and provides detailed information about the terms and conditions of the offer. 2. Hostile Tender Offer: In cases where the target company's board of directors opposes the tender offer or considers it inadequate, they may file a Schedule 14D-9 to express their disagreement and provide reasons for rejecting the offer. This document presents counterarguments and highlights potential risks associated with the offer. 3. Defensive Measures: If the target company employs defensive tactics to deter the tender offer, such as implementing a poison pill provision or adopting a shareholder rights plan, the Missouri Schedule 14D-9 will disclose these measures and offer shareholders insight into the company's strategy for dealing with the offer. Overall, the Missouri Schedule 14D-9 Solicitationio— - Recommendation Statement is a critical disclosure document in merger and acquisition transactions. It allows target company shareholders to make informed decisions by providing them with comprehensive information about a tender offer and the recommendations of the board of directors, regardless of the type of transaction involved.
Missouri Schedule 14D-9 - Solicitation - Recommendation Statement
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Oracle founder and CTO Larry Ellison had long sought Cerner ? in the past, Patterson had not been interested ? and made the move, contending that it would create a compelling value proposition by verticalizing OCI to serve the healthcare sector.
August 2022 Issue In a deal designed to transform healthcare delivery, US multinational technology company Oracle Corporation is to acquire electronic health records firm Cerner Corporation in a transaction valued at $28.3bn.
Ellison outlined the Cerner integration. First, Oracle is moving Cerner's Millenium electronic health record (EHR) platform to the cloud and rewriting the software in pieces. At Oracle Cloud World, Oracle also outlined its next-generation Millenium EHR with generative AI tools and public APIs running on Oracle Cloud.
Schedule 14D-9 is a filing with the Securities and Exchange Commission (SEC) when an interested party, such as an issuer, a beneficial owner of securities, or a representative of either, makes a solicitation or recommendation statement to the shareholders of another company with respect to a tender offer.
In 2020, the company generated $5.5 billion in revenue, EBITDA of $1.7 billion, and post dividend free cash flow of $635 million. Oracle's proposed acquisition transaction values Cerner at 17.5x EBITDA.