No one knows. But this sort of "using employee investment black-out periods", as a proxy for guessing the deal's likely closing -- came up almost exactly one month ago, over in Kenilworth. Tonight, it's the Whitehouse Station version of the guessing game.
In any event, despite its vagaries and limitations -- it is interesting, that Merck said, in an SEC "free writing" prospectus -- filed on the evening of October 28, 2009 -- that it expected the New Merck SIP shares to be SEC-registered by January 31, 2010:
. . . .The [Merck] SIP will be suspended effective upon the closing of the merger until New Merck registers with the Securities and Exchange Commission (SEC) the shares of New Merck common stock that may be issued to plan participants. Because of SEC requirements, New Merck will not be able to register its shares for approximately one to two months after closing. We currently anticipate registering the New Merck shares no later than January 31, 2010. . . .
That could mean that Merck expects closing will be around December 1, 2009. Or it could mean nothing -- as it could simply be a Whitehouse Station-generated guess. I will say that the longer Merck keeps employees out of the SIP, the more reason to be annoyed they'll have.
Truly, the employees need not be "locked out", until the "Old" Merck shares are no longer trading. And that won't happen until the reverse merger's closing day. So, Merck could very well limit the SIP participants' "pain", by not starting the blackout until the merger closes. Merck has opted to start early, apparently betting this will lead to a one month after close (rather than two) period of lock-out -- and that New Merck will be able to reopen the "New" SIP by January's end.
It is clear that the process need not be started, until the merger is completed. As ever, we shall see -- but if the reverse merger's closing is delayed into 2010, the New Merck employees could be locked out for as much as four or five months. And that would be sub-optimal.
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