In This Issue:

- Introduction

- The US M&A Market

- Friendly or Hostile? Deciding on the Approach to a Target

- The Basics: Transaction Structures

A. One-Step: Statutory Merger

B. Two-Step: Tender Offer or Exchange Offer Followed by a “Back-End” Merger

C. One-Step or Two-Step? Deciding Which Structure to Use

- Regulatory Approvals and Other Considerations

- Conclusion

- Annex A

- Excerpt from Introduction:

This guide summarizes certain important considerations for a non-US acquirer seeking to acquire a publicly traded US-based target corporation through a negotiated (i.e. “non-hostile”) tender offer, exchange offer or merger.