What materials must be provided to a participant when pass-through vot

[smm]

Assume a transaction is determined to be a merger under 409 and pass through voting is required to ESOP participants. Must a complete prospectus be provided to each participant or is something less sufficient.

[RLL]

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In connection with the solicitation of ESOP participant voting directions, such participants must be supplied with the same information and/or proxy statement which is supplied to other shareholders of the company in connection with the shareholder vote. The requirements for the content of such information/statement would be under applicable state corporate law.....however, if the company is a reporting company under the Securities Exchange Act of 1934, the SEC proxy statement requirements would apply.

If the ESOP is to receive merger consideration in the form of stock, the solicitation of ESOP participant voting directions would involve the offering of a security. In such a situation, an offering circular, prospectus or private placement memorandum would also likely be needed, as required by applicable federal and/or state securities laws.

I recommend that you seek specific advice from a corporate securities lawyer experienced in ESOP merger transactions.