Morgan Stanley (NYSE: MS) and Eaton Vance Corp. (NYSE: EV) announced today that the companies currently expect to complete Morgan Stanley’s acquisition of Eaton Vance on March 1, 2021 pursuant to the merger agreement dated as of October 7, 2020 (the "Merger Agreement"). Completion of the transaction remains subject to customary closing conditions.
In connection with the anticipated completion of the proposed transaction, the deadline for Eaton Vance shareholders to elect the form of merger consideration they desire to receive in the transaction has been set for 5:00 p.m., Eastern Time, on February 24, 2021 (the "Election Deadline").
To make an election, all Eaton Vance shareholders who have not previously made their cash, stock or mixed consideration elections must submit their election forms, together with a properly completed Notice of Guaranteed Delivery or confirmation of book-entry transfer, with respect to their shares so that such documents are received by Broadridge Corporate Issuer Solutions, Inc., the exchange agent, at its designated office, by the Election Deadline.
Eaton Vance shareholders holding shares in "street name" through a bank, brokerage or other nominee may have an earlier election deadline than the Election Deadline and will need to follow any procedures required by their street name holder, or bank, broker or other nominee, who will make an election on their behalf if they follow the street name holder’s, or bank’s, broker’s or other nominee’s instructions. Eaton Vance shareholders are encouraged to consult with their street name holder, or bank, broker or other nominee as soon as possible regarding these procedures.
In accordance with the Merger Agreement, Eaton Vance shareholders whose election forms are not received in proper form by the exchange agent by the Election Deadline will be deemed to have made a mixed election, entitling them to receive, for each share of Eaton Vance common stock held by such shareholders: a combination of $28.25 in cash and 0.5833 of a share of Morgan Stanley common stock (the "Mixed Consideration").
Elections made by Eaton Vance shareholders to receive all cash or all stock consideration will be subject to automatic proration and adjustment, as applicable, to ensure that the total amount of cash paid and the total number of shares of Morgan Stanley common stock issued in the transaction is the same as what would be paid and issued if all holders of Eaton Vance common stock were to receive the Mixed Consideration at the effective time of the transaction, as described in the Merger Agreement and in the information statement/prospectus provided to Eaton Vance shareholders.
For purposes of determining the merger consideration payable to Eaton Vance shareholders that have elected to receive all cash or all stock consideration, the "Morgan Stanley Common Stock Reference Price" and "Parent Common Stock Reference Price" referenced in the election forms and Merger Agreement, respectively, will be the volume-weighted average price, rounded to four decimal places, of one share of Morgan Stanley common stock for the ten consecutive trading days ending on the second full trading day preceding the closing date, as calculated by using the VWAP command for MS US Equity on the Bloomberg Terminal.
Beginning on January 29, 2021, election forms and accompanying instructions were mailed to Eaton Vance shareholders of record as of January 22, 2021. Eaton Vance shareholders, including those that acquired their shares after January 22, 2021, may request copies of these election materials and direct any questions regarding the election materials or the Election Deadline to Morgan Stanley Investor Relations at (212) 762-8131 or (646) 521-4714.
Source: Morgan Stanley
