General Rule: Your prospectus must include (or incorporate by reference) financial statements for a significant acquisition of a business that has closed 75 days or more before the offering. Significant means above 20% on any of the three tests described below. For probable acquisitions above the 50% significance level, financials are needed even if the deal hasn't closed yet. The same is true for recently closed acquisitions above the 50% significance level. In every case where target financial statements are required, you will also need pro forma financial information.

Note: in the case of a probable or recently closed acquisition that is above the 20% significance level but less than the 50% significance level, marketing and/or disclosure considerations may lead to the inclusion of acquired company financial statements (and related pro formas) even before the expiration of the 75-day grace period. This is a case-by-case analysis.

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