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Most mergers require purchase of 100% of the outstanding shares of the acquired company. While 100% of shareholders don't typically approve, 100% of shareholders typically get bought out.
Terms of buyouts differ in deals. Some are 100% stock of acquirer for stock of acquired, with cash paid for fractional shares.
Others, like yours, might require liquidation of ESPP plan balances for cash, as the acquirer might not have an ESPP plan, and had to liquidate your company's plan.
You do need to pay taxes on the gains, but only until you have unfettered use of the cash used to buy the shares. If the transaction closed in 2015, but cash was not available until 2016, you could argue a year's deferral.
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