The regulatory matters section of the document states the following:
The Company and AIG believe that no federal or state regulatory approvals will be required in order to complete the merger.
This, of course, neglects to mention the SEC review which remains the sole timing factor in the transaction.
The two-month delay in submitting the first proxy is not necessarily a negative development in this particular case. The document is extremely voluminous and relatively complex, so it may be assumed that the delay was warranted, given that this is the only review involved in the deal. As noted two months ago, the first proxy was expected by mid-June, which would probably have resulted in a close before the end of August. This projection will necessarily be pushed back at least a month due to the delay.
There continues to be no reason to expect an unusually lengthy SEC review in this case. Unusual at this time means any period exceeding 45 days. In other words, if the proxy is pulled for review -- a distinct possibility here -- the TW shareholder meeting and close will very likely be pushed into roughly mid-October 2007. The companies will only be able to complete the transaction before the end of September is the SEC waives the proxy review.
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