Comments on: Is the JP Morgan Buyout of Bear Stearns an asset sale or a statutory merger? http://www.uicinvestors.org/merger/is-the-jp-morgan-buyout-of-bear-stearns-an-asset-sale-or-a-statutory-merger Sun, 07 Aug 2011 02:09:59 +0000 hourly 1 http://wordpress.org/?v=3.3.1 By: Richard K http://www.uicinvestors.org/merger/is-the-jp-morgan-buyout-of-bear-stearns-an-asset-sale-or-a-statutory-merger/comment-page-1#comment-4061 Richard K Wed, 10 Feb 2010 09:05:59 +0000 http://www.uicinvestors.org/merger/is-the-jp-morgan-buyout-of-bear-stearns-an-asset-sale-or-a-statutory-merger#comment-4061 According to the plan of merger, Bear will merge with a JPM "merger sub" which will be dissolved and Bear will survive as a "surviving company." However, under clause 1.1(b): Parent (JPM) may at any time change the method of effecting the combination (including by providing for the merger of Company (BSC) with and into Parent) if and to the extent requested by Parent; So, it is not really an asset sale per se. It is structured as a merger that will go through an intermediate restructuring to crfeate a sub. Hope that helps<br><b>References : </b><br>http://files.shareholder.com/downloads/ONE/289885431x0x182539/3587fb60-3b11-4435-bb4c-8d1af1482b23/Merger%20Agreement%203.20.08.pdf According to the plan of merger, Bear will merge with a JPM "merger sub" which will be dissolved and Bear will survive as a "surviving company."

However, under clause 1.1(b): Parent (JPM) may at any time change the method of effecting the combination
(including by providing for the merger of Company (BSC) with and into Parent) if and to the extent requested by Parent;

So, it is not really an asset sale per se. It is structured as a merger that will go through an intermediate restructuring to crfeate a sub.

Hope that helps
References :
http://files.shareholder.com/downloads/ONE/289885431x0x182539/3587fb60-3b11-4435-bb4c-8d1af1482b23/Merger%20Agreement%203.20.08.pdf

]]>