Two agreements for US public company acquisitions with a deal value of $100 million or more were filed this past week.

On September 8, 2014, General Mills, Inc. agreed to acquire natural and organic food company Annie's, Inc. in an all-cash tender offer valued at $820 million, net of cash.

The transaction includes a simplified dual-track provision that permits General Mills to terminate the tender offer and submit the merger for approval to Annie's stockholders, but does not require Annie's to prepare a proxy statement for its stockholders' meeting unless General Mills exercises this termination right. In the typical dual-track merger agreement, the target company commits to prepare a proxy statement soon after the signing of the merger agreement. Here, the parties may consider the tender offer likely to succeed without the need for a long-form merger under DGCL Section 253. Preparation of a proxy statement, therefore, may be an unnecessary expense that the parties prefer to avoid. As discussed in Legal Update, Delaware 2014 Statutory Amendments Signed into Law, the recent amendments to DGCL Section 251(h) explicitly provide parties with the flexibility to switch from a tender offer to the traditional merger approval process.

Our colleagues at Westlaw Mergers and Acquisitions Daily Briefing also discuss this issue in connection with the General Mills/Annie’s transaction in detail here (WestlawNext subscription required).

Also this week, on September 8, 2014, Global Cash Access Holdings, Inc. agreed to acquire casino gaming technology provider Multimedia Games Holding Company, Inc. in an all-cash transaction valued at $1.2 billion.

For additional public merger agreement summaries, see What's Market.