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How long a merger takes: the dates from signing to closing

A plain guide: how the terms fit together, each linked to its own page.

In 447 acquisitions of at least half a company between US public companies, completed from 2020 to 2024, half closed within 136 days of announcement. Approvals, the holder vote or tender offer and the outside date set the timeline.

How long a merger takes

Take 447 acquisitions of at least half a company, completed from 2020 to 2024, in which both sides were US public companies. Subsidiaries were left out.

The median time from announcement to completion was 136 days. The mean was 162.9 days, pulled up by a few long deals.

The clock starts at the first public news of the deal, which may come before signing.

An earlier count includes failed deals: 2,182 US deals for publicly traded targets that closed or failed from 1990 to 2007. From announcement to outcome, the wait averaged 129 calendar days.

Deals that face an in-depth antitrust review take much longer. For the 16 significant US merger investigations concluded in 2025, the average from announcement to conclusion was 12.3 months.

A tender offer buys shares without a holder meeting, so it can close sooner than a merger vote. It must usually stay open at least 20 business days, or 10 for some agreed all-cash offers since April 2026.

The steps run side by side, and the deal closes once the last one is done. So the longest step, often an approval, usually sets the date.

The usual order of dates

In a deal put to a vote of the target's holders, the dates usually come in this order:

  1. Signing

    The companies sign the merger agreement and announce it, often the same day. The agreement sets the outside date.

  2. Regulatory filings

    Within the time the agreement sets, the parties file for approvals such as HSR, whose basic wait is 30 days.

  3. Proxy statement

    The target usually files a preliminary proxy statement with the SEC. That's at least 10 calendar days before it sends the final one to holders. The SEC staff may comment on it first.

  4. Record date

    For a Delaware company, the board sets a record date for notice. It falls no more than 60 and no fewer than 10 days before the meeting. It's usually also the date for voting.

  5. Notice and the meeting

    Delaware law requires notice of a merger vote at least 20 days before the shareholder meeting.

  6. Approvals

    Regulatory reviews may still be running after the vote, so closing can come months later.

  7. Closing

    Once every closing condition is met or waived, the deal closes. Many agreements set the closing a few business days after the last one.

In a tender offer, the offer usually opens soon after signing and runs alongside the approvals. Buyers often extend it until the approvals are in. The tender offer expiry moves with each extension.

Expected close and the outside date

The companies usually give an expected close, such as the second half of 2027. It's guidance, not a deadline, and it moves as the approvals progress.

The outside date is the last date the agreement plans for. It's also called the end date or drop-dead date.

If the deal hasn't closed by then, either side may usually end the agreement. A side whose own breach caused the delay usually can't.

Passing the outside date doesn't end the deal by itself. The deal goes on until one side ends the agreement.

Many agreements allow an outside date extension while regulatory approvals are pending, sometimes more than once.

Say an agreement's outside date is June 30, 2026. Its two extensions move it to September 30, then December 31. The outside date if extended is then December 31, 2026.

The companies can also agree on a new outside date in an amendment to the agreement.

Dates that need the holder

Most dates need nothing from the holder. These are the ones that can:

Proxy voting closes
The last time to vote by proxy, often the day before the meeting. A broker may ask for voting instructions earlier.
Tender offer expiry
The time the offer ends, as most recently extended. A broker's own deadline usually comes before it.
Appraisal demand
For a holder who wants a court to set the shares' fair value. In a Delaware vote deal, the holder must deliver a written demand before the vote. See appraisal rights.

What can move the dates

Dates move often. The common reasons:

A second request
The HSR wait then runs until 30 days after the parties substantially comply. In a cash tender offer, it's 10 days after the buyer does.
An in-depth review abroad
A phase 2 review by the European Commission has 90 working days from its opening, and can be extended.
A lawsuit
A regulator's suit to block the deal can delay the closing until a court rules.
A moved meeting
The target may postpone or adjourn the meeting, for example to gather more votes.
A rival bid
A new offer can lead to a raised price or a new agreement, each with its own dates.

What it means for shareholders

The cash comes after closing, not on the expected date.

With a fixed offer and no other payments, a later close leaves the dollar gain the same. But the annualized spread falls. A $2.00 gain on a $48.00 share is 12.7% a year over 120 days, and 6.3% over 240 days.

In a cash merger, eligible shares usually become a right to the cash when the merger takes effect. That happens whatever the holder did. Appraisal rights and the agreement's exceptions can apply.

So the dates that need action are the vote, a tender offer's expiry and an appraisal demand.

Questions

How long does it take for an acquisition to go through?

The median was 136 days from announcement to completion. That's in 447 acquisitions of at least half a company between US public companies, completed from 2020 to 2024. Deals with an in-depth antitrust review can take a year or more.

What is a drop-dead date in a merger?

Another name for the outside date: the last date the agreement plans for. If the deal hasn't closed by then, either side may usually end the agreement. Passing it doesn't end the deal by itself.

What happens if a merger misses its outside date?

The agreement stays in force until one side ends it. Many agreements allow extensions while approvals are pending, and the companies can agree on a new date.

Why can a tender offer close sooner than a merger vote?

The buyer purchases shares without a holder meeting or proxy vote. The offer must usually stay open at least 20 business days, or 10 for some agreed all-cash offers.

Sources

Tracking AlphaBy Jera Value · Reviewed

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