What public-facing documentation must a buyer produce in connection with the acquisition of a listed company?

Mergers & Acquisitions (3rd edition)

Belgium Small Flag Belgium

A bidder is required to produce various documents following a public offer.

A person having the intention to launch a public offer is first of all required to notify the FSMA, who will publish this notification.

The bidder is further required to draft and publish a prospectus, which must be approved by the FSMA. The content of the prospectus is included in an annex to the Royal Decree of 27 April 2007 on public offers. It should enable the holders of securities of the target company to form an informed opinion on the transaction.

In the event of a voluntary public offer by a shareholder having control over the target company, the independent directors of the target should appoint an expert. The bidder should cover the costs. The expert is required to issue a report on the securities that are the object of the offer. The report should be made public by the bidder as annex to the prospectus.

At the request of the FSMA, the parties to the bid shall immediately transfer all agreements which may have a material impact on the assessment of the bid, its course and outcome and these agreements might need to be made public. It concerns for example commitments to contribute to the offer, an arrangement defining preferential rights to transfer or acquire voting securities of the target company, agreements conferring rights on a party to require the creation of new shares.

Further certain information on the transactions regarding the securities of, amongst others, the target and the bidder might need to be communicated to the FSMA during the offer period. Amongst others the bidder, the target company or persons acting in concert with the aforementioned entities and members of the board of the bidder or the target company are subject to this requirement.

The board of the bidder has certain information obligations towards the employees’ representatives or the employees. Notably, they should be informed about the publication of the public offer and should be provided with a copy of the prospectus (see also above - question 10).

Finally, some public announcements by the bidder in relation to the offer, such as the outcome of the offer, are required.

Bermuda Small Flag Bermuda

None.

Colombia Small Flag Colombia

In order to request the previous authorization from the Superintendence of Finance to carry out a public tender offer (oferta pública de adquisición), buyer must provide the following documentation: 1) the bid booklet; 2) the bid announcement project; 3) the authorizations from the competent bodies of the bidder (as the case may be); 4) the certificate of incorporation and good standing of the target company; 5) a copy of the filings before other competent authorities, when required; and 6) a bidder’s representation regarding the inexistence of other preliminary agreements different from those included in the bid booklet.

Particularly, the bid booklet shall include detailed information regarding the bidder and the bid, such as: any preliminary agreements between the parties, information regarding the bidder’s business and financial situation (including its audited financial statements), among others. In addition, the bid announcement project must contain, among other information: the bidder’s identification, the minimum and maximum shares the bidder is willing to acquire and the form of consideration.

Croatia Small Flag Croatia

The key transaction document is the takeover offer document. In order to comply with the legal requirements, set out in the Act on Takeovers of Joint Stock Companies, the offer document must contain the information necessary to enable target shareholders to adopt an informed decision on the offer, including information regarding the target company (name, registered seat, share capital, number and classes of the shares), the bidder (name, registered seat / address), the shares that are the subject of the offer, the price, as well as information on future business plans and post-closing governance.

Enclosed to the offer document, the bidder must submit (in original or certified copy) some additional documents, including the instruments relating to legal transactions by which the bidder has acquired the shares of the target company, the depositor’s confirmation that the bidder has secured a fee for the takeover of all shares that are the subject of the takeover offer, agreement with the depositor for carrying out stockholding operation, confirmation of the stock exchange or regulated public market about the average price of the shares, agreement concluded with the depository, previous approval from the Croatian National Bank, HANFA (if the target company is a bank or other financial institution) or other industry-specific regulator, if their prior approvals are required according to industry-specific regulations.

If the documents enclosed to the offer document are prepared in foreign language, certified translation into Croatian language is required.

Ecuador Small Flag Ecuador

A Notice and a circular of public offering, defined in the Law and in the provisions issued by the Monetary and Financial Policy and Regulation Board.

According to the law, acquisitions of shares that allow taking control of a company, in a single act or in successive acts, or that allow a person or group of persons to acquire directly or indirectly a significant participation of the shares with the right to vote in a certain company, must be subject to the public offering procedure.

Significant participation is one that allows decision-making in the company's administration on its own.

Austria Small Flag Austria

The bidder must provide the recipients of a public offer with an offer document. The offer document is a formal legal document containing detailed information for the shareholders to decide if they want to sell their shares. The offer document must be prepared in accordance with the principles of the Takeover Act and the recipients must have sufficient time and information in order to be able to reach a properly informed decision about the offer. The offer document must be prepared carefully, accurately and without omissions. The bidder also must appoint an independent expert to assess if the offer document is complete, in line with the legal requirements stipulated in the Takeover Act (especially with regard to the consideration that is offered) and if the bidder is capable of financing the offer. In addition, also the target company needs to appoint an independent expert who has to assess the offer and the target’s management and its supervisory board must issue responses to the bid.

Public offer documents can be downloaded from the website of the Takeover Commission.

Some follow-up documents also have to be filed with the Takeover Commission and published after such filing (e.g., note on the result of the tender proceedings).

Czech Republic Small Flag Czech Republic

In connection with the acquisition of a listed company, the buyer (i.e. the bidder) shall provide the recipients with the public offer with corresponding offer documentation. The offer document is a formal legal document containing detailed information for the shareholders to let them decide if they aim at selling their shares. The offer document must be prepared in accordance with the principles of the Takeover Act and must contain the information regarding the contracting parties, acquired shares, the essential requirements of the share purchase agreement, price, financing, transfer of the shares and other terms and conditions of the offer stated therein.

British Virgin Islands Small Flag British Virgin Islands

There are no BVI laws or regulations requiring disclosure of discussions of acquisition decisions. The listing rules of the relevant stock exchange on which a BVI company may be listed will be relevant for such public documentary disclosure requirements.

Cayman Islands Small Flag Cayman Islands

Other than for companies listed on the CSX, the Cayman Islands do not have a law or regulation requiring disclosure of discussions of acquisition decisions.

For companies listed on the CSX, the Code provides that, during the course of an offer or when an offer is in contemplation, the offeror, the target and any of their respective advisers may not furnish information to some shareholders if such information is not available to all shareholders. This principle does not apply to the furnishing of information in confidence by the target company to a bona fide potential offeror or vice versa. To the extent that the discussions of the Board may contravene this provision, they should be disclosed to shareholders. For companies listed on other exchanges, the relevant listing rules will be relevant.

France Small Flag France

The filing must contain the draft offer prospectus and, if any, prior notices given to any authorities empowered to authorize the contemplated transaction.

The draft offer prospectus must notably be made public upon filing of the offer with the AMF on the bidder's web site, the AMF's website and, in case of a joint prospectus, on the target’s web site.

The bidder must release a press release setting forth the main terms of his draft offer prospectus, at the latest upon filing its offer with the AMF.

Greece Small Flag Greece

A person planning to launch or required to submit a bid must notify the bid to the HCMC and to the target’s BoD, and then proceed to a public announcement with details on the offeree and the offeror, the offeror’s advisor, the securities subject to the takeover bid, the maximum number of securities that the offeror undertakes (in case of a voluntary takeover bid) or is required (in case of a mandatory takeover bid) to acquire, the percentage of the share capital of the target that are subject to the takeover bid and the percentage of the total securities of the same class.

Within three days after its approval by the HCMC, the information document shall be posted on the offeror’s website and on that of its consultant, as well as on the target’s registered and branch offices Credit institutions or investment firms authorized by the offeror shall also carry the information document.

Revised populations shall be made in the event of a revised offer. Finally, the results of the bid shall be made public by the offeror within two days from the expiration of the time period of acceptance and shall be also communicated to the representatives of the employees.

Japan Small Flag Japan

As we describe in more detail in our response to Question 25 below, an acquirer may be required to make a tender offer bid when acquiring the shares of a listed company. A tender offer is commenced by the tender offeror when it posts a public notice followed by its filing of a tender offer registration statement. In response, the target company must file its position statements. All these documents are available to the public on EDINET (Electronic Disclosure for Investors' NETwork), an electronic corporate disclosure system under the FIEA. The material portions of these documents are also disclosed in the press releases of the acquirer and the target company.

In addition, as we described in more detail in our response to Question 15 above, when an acquirer acquires more than 5% of the total outstanding shares of a listed company, the acquirer needs to prepare and file a large shareholding report.

In the case where an acquirer acquires a listed company by way of a statutory corporate reorganization (including the acquisition of only part of the businesses or assets of such listed company), the acquirer must prepare certain documents setting out certain information concerning such corporate restructuring and must make such documents available for inspection by the shareholders and creditors of each party.

Jersey Small Flag Jersey

This will be determined by the rules of the stock exchange upon which the target is listed but typically this will include:

  • a circular setting out the terms and conditions of the offer;
  • the offer document and/or prospectus; and
  • an acceptance form.

Mauritius Small Flag Mauritius

  • Offer document
  • Acceptance form
  • Prospectus or similar document (if required)

Myanmar Small Flag Myanmar

There are currently no takeover regulations in Myanmar applicable to listed companies, and this is not specifically regulated.

Norway Small Flag Norway

The key public-facing documentation that is necessary for a buyer to produce in connection with the acquisition of a listed company are as follows:

  • Notification of the buyer’s decision to make an offer, which is published by the Oslo Stock Exchange.
  • An offer document (or a prospectus or equivalent document if applicable)
  • An acceptance form.
  • The buyer’s announcement of the result of the offer.

The offer document must be prepared and distributed to all shareholders in accordance with the provisions of the STA. In all material respects, the offer document will be the same irrespective of a bid being recommended or hostile, mandatory or voluntary. The offer document must inter alia include a description of the offer together with correct and complete information and a description on matters of significance for evaluating the offer.

The board of directors of the target company must also provide a statement on their response to the offer. In a recommended offer, it is not unusual that a buyer will prepare an initial draft board statement. Such draft statement will then be submitted to the target’s board exhibited to a draft transaction agreement. Note that depending on its terms, such transaction agreement between the target and a bidder regarding a potential takeover could trigger a disclosure obligation for the target. There are currently no explicit statutory provisions under Norwegian law requiring a buyer or a target to disclose the full details of such a transaction agreement. Nevertheless, the Code of Practice now recommends that in order for the market to evaluate the bid, the company should provide relevant information on the content of any such transaction agreements to the market at the earliest possible time.. The decision to disclose such transaction agreements is still discretionary. Even so, it is recommended that the Buyer and the target seek to agree in advance if and when such disclosure should take place.

Note that in a mandatory offer (see question 25 below), a buyer must also obtain a bank guarantee confirming its ability to settle the consideration offered in full.

If the buyer is issuing a share-for-share offer, the buyer must comply with the provisions set out in chapter 7 of the STA. Very often, this will trigger an obligation on the Buyer to publish a combined prospectus and offer document.

Additional press announcements and supplements to the offer document or prospectus will often be required, for example if the buyer wants to increase the consideration offered. In hostile bid situations, it is not uncommon that a great variety of revised offers, announcements or circulars could be issued.

Peru Small Flag Peru

The main document to be prepared by the offeror during a tender offer is a prospectus. According to the Tender Offer Regulations the prospectus will included the information regarding the offeror such us identification data, domicile, information regarding its economic group and its economic activities, among other relevant information. In addition to this, the prospectus will also include all the information related to the tender offer, such us corporate information of the target company, consideration offered for the stocks, objective of the acquisition, among other relevant information specifically related to the acquisition process.

Philippines Small Flag Philippines

If the transaction is covered by the mandatory tender offer rule under the SRC, the buyer must produce a tender offer report containing the terms of the acquisition, among other information. The agreements between the target company, the buyer, and other stockholders, in relation to the transaction, must also be attached to the tender offer report.

The buyer is likewise required to produce a report of its equity holdings in the target company.

Isle of Man Small Flag Isle of Man

The requirements for public facing documentation will be determined by the rules of the stock exchange on which the target is listed.

Portugal Small Flag Portugal

Once it decides to issue a PTO, the bidder is required to produce:

(a) The preliminary announcement, including the basic information on the offering;

(b) The launching announcement, which shall further detail the information provided earlier in the process; and

(c) The prospectus, setting out the terms of the offering and the strategic plan for the target company. The prospectus and the launching announcement need to be disclosed to the public simultaneously further to their approval by the CMVM.

It is also common, but not compulsory, for the bidder to prepare marketing materials that need to be approved by the CMVM.

Romania Small Flag Romania

Depending on the mechanism used, usually, the buyer must prepare an offer document (plus various notes published on the stock market – regulated market or ATS).

Russia Small Flag Russia

Russian law does not require the buyer to produce any public-facing documentation, except as referred to in the response to question 15 and except as mentioned below.

In the event of acquisition of more than 30% of shares of a public joint-stock company, the buyer is required to submit its offer (whether mandatory of voluntary) to the Bank of Russia for preliminary review before its delivery to the target.

South Africa Small Flag South Africa

Shareholders typically receive two key documents; namely, the offeror circular and the offeree circular (unless they are combined). The Takeover Regulations prescribe the information that must be contained in an offeror circular. Depending on the nature of the transaction, this may also include a report by an independent expert on the fairness of the offer. Within 20 business days of the offeror circular being posted, the offeree board is required to post its circular. Likewise, the Takeover Regulations prescribe what information is required to be contained in the offeree circular.

Sweden Small Flag Sweden

Following the launch of an offer for a publicly listed company, the offeror must within four weeks of making the offer public through a press release (although in some cases, the Swedish Securities Council may grant an exemption from the four-week deadline if so requested by the offeror), and before the commencement of the acceptance period, prepare and publish an offer document. The offer document must be filed with the Swedish Financial Supervisory Authority. The Financial Instruments Trading Act and the Takeover Rules include detailed requirements on the contents of the offer document. Additionally, if the offer consideration consists of transferable securities issued or held by the offeror, the content of the EU Prospectus Regulation also needs to be adhered to.

Switzerland Small Flag Switzerland

A Swiss public tender offer typically starts with the pre-announcement of the offer by the bidder. The pre-announcement is a short document setting out the principal terms of the offer (i.e. price, type of consideration, conditions and timetable). Within six weeks of the publication of the pre-announcement the bidder must publish the offer prospectus. The offer prospectus sets out the offer terms and contains certain information on the bidder, the target, and the securities offered in exchange, if any. Upon completion of the offer period and the additional acceptance period, respectively, the bidder must publish the respective tender results. All offer documents must be published in German and French (and on a voluntary basis in other languages) through electronic channels, and must be put on the bidder's website or a special offer website on the internet. In addition, the prospectus must be mailed to interested parties upon request. The Takeover Board will publish the offer documents on its website.

Thailand Small Flag Thailand

The key public-facing documentation that a buyer must produce in connection with the acquisition of a listed company is comprised of:

  • The Report of the Acquisition or Disposition of Securities in a Business (Form 246-2);
  • The takeover statement (Form 247-3);
  • The tender offer for securities (Form 247-4);
  • Form for revising / adding information in a tender offer statement (for amendment to the duration of the tender offer period and proposal of tender offer) (Form 247-6 Kor); and
  • The Report on the Result of the Tender Offer for Securities (Form 256-2)

UAE Small Flag UAE

In the event of a tender offer, a tender offer document must be prepared which will be circulated to all shareholders and, as a general rule, any document which is issued must be made available to all shareholders equally.

India Small Flag India

The buyer would need to:

(i) produce a public announcement document to be sent to the SEBI and to all stocks exchanges on which shares of the target are listed
(ii) produce a detailed public statement to be published within 5 days of the public announcement
(iii) produce a letter of offer to be filed with the SEBI within 5 working days from the date of the detailed public statement made. The letter of offer needs to also be sent to the target company
(iv) produce and issue an advertisement, one working day before the commencement of the tendering period, announcing the schedule of activities for the open offer,
(v) produce and issue a post offer advertisement within five working days after the offer period, giving details including aggregate number of shares tendered, accepted, date of payment of consideration, etc.

Vietnam Small Flag Vietnam

21.1 Any foreign citizen or foreign-domiciled company wishing to acquire any shares in any listed (or other public) company in Vietnam must firstly:

(i) apply to the VSD for and be issued with a Securities Trading Code
(ii) establish with a licensed Custodian Bank an Indirect Investment Capital Account, denominated in VND; and
(iii) engage the services of a Vietnam licensed securities broker, and open a Securities Trading Account with that securities broker.

21.2 Each of the compulsory registrations referred to in Section 21.1 above require the applicant to provide detailed personal or corporate particulars, together with supporting documents for identification purposes (such as passports or corporate constitutional documents). Such information and documents are not, however, made generally available to the public as a result of these compulsory registration steps.

21.3 For so long as any shareholder is not a Major Shareholder (i.e., holds less than 5% of issued and paid-up voting share capital, aggregated with its related persons and entities) nor an Internal Shareholder, the only information relating to them which will be generally available to the public is their name and number of shares held (which information can generally only be obtained by way of accessing a copy of the register of shareholders of the relevant listed company, as maintained electronically by the Vietnam Securities Depository, which is very difficult to achieve except with the direct assistance of the relevant listed company).

21.4 Upon becoming a Major Shareholder (or, once having become a Major Shareholder or Internal Shareholder, upon implementing any disclosable share sale or purchase transaction), that shareholder is required to implement its public disclosure obligations by way of the completion and publication of a disclosure form in the prescribed form. These prescribed forms require the relevant shareholder to disclose publicly details such as:

(i) its name and registered head office or residential address;
(ii) the numbers and classes of shares held by it;
(iii) the names and addresses of its related persons or entities and their shareholdings; and
(iv) its securities trading code.

United States Small Flag United States

The type of documentation a buyer is required to produce is determined by whether the acquisition is structured as an all-cash deal or if the consideration will include stock. In an all-cash deal structured as a two-step transaction, the buyer is required to prepare an offer to purchase in connection with the tender offer. The offer to purchase contains very limited information about the target and acquirer, a summary of the negotiations leading up to the transaction, certain information about the acquirer’s plans for the target company and the source and amount of the funds the acquirer is using for the transaction (including a description of any financing arrangements). The target company must prepare and file a Schedule 14D-9, in which the target board provides its recommendation to shareholders with respect to the tender offer.

In a one-step, all-cash deal, the target company must prepare a proxy statement for delivery to its shareholders. The proxy statement contains much of the same information about the buyer as an offer to purchase.

In transactions involving stock consideration, the buyer is generally required to prepare and file with the SEC a registration statement containing a prospectus that includes information about both the buyer and the target company. That prospectus will also usually function as the proxy statement for the target company in a merger structure. Among other things, the proxy statement/prospectus must contain all the information (including buyer financial statement information) that would be included in a prospectus for the buyer, including, if the acquisition is material to the buyer, pro forma financial statements. In an exchange offer (which is not a common structure outside of the hostile bid context), the buyer’s prospectus will also contain the information that would be contained in an offer to purchase for cash, and the target company is required to file Schedule 14D-9. For acquirers which are not already reporting companies under the Exchange Act, the disclosure requirements associated with using stock consideration can be quite substantial and can involve significant time in order to comply.

China Small Flag China

The buyer will need to engage a qualified financial advisor (usually a PRC investment bank) to produce a series of reports, including a Simplified Report on Shareholding Change, a Detailed Report on Shareholding Change, and an Independent Financial Advisor Report. The buyer is also required to engage PRC legal counsel to issue a number of legal opinions on the acquiror’s compliance with applicable PRC laws, and on the legality of each procedure of the transaction.

Egypt Small Flag Egypt

In case the acquisition triggers an MTO, the acquirer must prepare and submit to FRA for its approval a full MTO application.

Such application must contain certain information, including the objectives of the potential acquirer, the number and description of the shares already owned by the acquirer or its related parties in the Publicly Traded Company, the proposed purchase price as well as the other main terms of the tender offer.

Furthermore, an information memorandum prepared by the potential acquirer and approved by its legal advisor and financial adviser must accompany the application. Such information memorandum must contain sufficient information to allow the shareholders of the Publicly Traded Company to make an informed decision regarding the tender offer as detailed under the CML.

In addition to the above, the application for a tender offer and the memorandum of information must be accompanied by certain documents including in principle:

  1. a draft of the tender offer in accordance with the template issued by FRA;
  2. a letter from a certified bank confirming the availability of funds for the transaction. In case the acquisition is executed against share swap, an undertaking from a custodian confirming custody of the offeror’s shares throughout the period of the tender offer;
  3. an undertaking from the applicant to notify the Egyptian Competition Authority of the transaction according to Law No. 3 for 2005;
  4. a report from an independent financial advisor pertaining to the share price of the Publicly Traded Company, in case of a share swap or a mixed tender offer;
  5. all legally required preliminary approvals from the competent authorities, if any;
  6. Publicly Traded Company’s share closing price for the six months preceding the submission of the tender offer and the tender offer prices for the same for the 12 months preceding the submission of such offer; and
  7. all documents identifying the acquirer in accordance with chapter 13 of the executive regulations of the Capital Market Law.

The FRA may request additional information or documents, as it deems necessary. Upon accepting the application, FRA must notify the EGX of the main terms contained in the application and the information memorandum, and upon such notification EGX shall post it on its screens.

Guernsey Small Flag Guernsey

The requirements for public facing documentation will be determined by the rules of the stock exchange on which the target is listed.

Under the Takeover Code, the documents issued during an offer must satisfy the highest standards of accuracy and the information given must be adequately and fairly presented (Rule 19.1,Takeover Code).

Recommended bid

The main documents received by the target's shareholders on a recommended bid are the:

  1. Circular summarising the terms and conditions of the offer;
  2. Offer document;
  3. Acceptance form; and
  4. Prospectus or equivalent document (if required).

Hostile bid

The main documents received by the target's shareholders on a hostile bid are the:

  1. Circular summarising the terms and conditions of the offer;
  2. Offer document;
  3. Acceptance form;
  4. Prospectus or equivalent document (if required);
  5. Defence documents; and
  6. Revised offer document.

Hong Kong Small Flag Hong Kong

Acquisitions of stakes in Offshore Listing Vehicles which trigger the provisions of the Takeover Code require the buyer to produce an offer document. This document includes information regarding the offeror, the offeror’s intentions regarding the offeree company and its employees, and the resources for such offer.

United Kingdom Small Flag United Kingdom

Where the takeover bid is being made by way of an offer to all target shareholders, the key documentation to be produced by a bidder will be:

  1. the various announcements that the Code requires (see question 16);
  2. the offer document, the contents of which are prescribed by the Code and which will normally contain (in addition to the specific requirements of the Code) a letter from the bidder setting out the offer and, if recommended, a letter from the Chairman of the target company as well as the long term commercial rationale for the offer and the bidder’s intention with respect to business, the employees and pension schemes of the target company;
  3. a form of acceptance to be used by target shareholders who hold their shares in certificated form to accept the offer; and
  4. if a listed bidder is offering shares as consideration, or is conducting a share issue in order to raise cash to fund the offer, then an FCA approved prospectus and/or bidder shareholder circular may also be required.

If the bidder is offering target shareholders cash or a cash alternative, the announcement of a firm intention to make an offer and the offer document itself must each contain, among other things, a statement from an appropriate third party (usually the bidder’s financial adviser) confirming that the bidder has sufficient cash to complete the transaction. If the bidder fails to honour its cash commitment, and it can be shown that the third party providing the confirmation has not acted responsibly and taken all responsible steps to assure itself that the cash is available, then the third party making the cash confirmation statement will be required to provide the cash necessary to complete the offer. Given this sanction, the cash confirmation exercise is a detailed exercise carried out by the appropriate third party prior to satisfying itself it can make the statement.

If the takeover offer is being made by way of a scheme of arrangement, a scheme circular will be produced for target shareholders. Although it is the target company‘s scheme of arrangement, the bidder will be heavily involved in the production of this document which, in effect, replaces the offer document. Its contents are prescribed by the Code.

All documents must be prepared with the highest standards of care and the information in them must be adequately and fairly presented and made equally available to all target shareholders. All such documents must contain a responsibility statement given by the directors accepting their responsibility and confirming that, to the best of their knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in the document is in accordance with the facts and that it does not omit anything likely to affect the import of the information.

Cyprus Small Flag Cyprus

In the case of a public takeover bid, the following are required:

(i) announcement of the intent to make a public offer or confirming the decision to make a public offer;

(ii) the offer document must include confirmation by a credit institution or other organization that sufficient funds are available to satisfy full acceptance of the offer;

(iii) acceptance and transfer form, issued by the offeror and sent to all of the target’s shareholders;

(iv) a reasoned opinion by the target’s board of directors sent to the target’s security holders accompanied by an independent expert report;

(v) a revised offer document, where applicable; and

(vi) final result of the offer announced and published in daily national newspapers.

Hungary Small Flag Hungary

The main documentation requirements applicable to the acquisition of a listed company are set out in the Capital Market Act. As described under point 15 above, shareholders of a public company are required to notify the company and the Hungarian National Bank acting as supervisory authority if their participation in the votes in the company’s shareholders’ meeting reaches, exceeds or falls below the following ratios: 5, 10, 15, 20, 25, 30, 35, 40, 45, 50, 75, 80, 85, 90, 91, 92, 93, 94, 95, 96, 97, 98, 99 %. Such notification shall be published by the target company.

If more than 33% of the votes, or, if no other shareholder owns more than 10% of the votes in the target company, more than 25% of the votes is acquired, the acquirer shall make a public takeover bid pursuant to the Capital Market Act.

For conducting a public takeover process pursuant to the Capital Market Act, the buyer must prepare and publish the public takeover bid, which needs to contain all material aspects of the offer as set forth by the law. The offer needs to have several attachments including the operation program and business report regarding the target company, proof of the offeror having sufficient funds available to cover the consideration payable for the shares, the agreement that stipulates the party empowered to submit the bid (if the takeover bid is submitted by persons acting in concert and it is not submitted by the parties jointly), contract for the purchase or repurchase option or for the call option on the forward purchase of shares (if applicable), and a statement for the exercise of the buy option (if applicable) where the bid is for acquiring up to 90% of the voting rights in the target company.

Following the approval of the public takeover bid by the Hungarian National Bank, the offeror shall publish the approval, the public takeover bid as well as the deadline for submitting declarations of acceptance.

Following the end of the deadline for submitting declarations of acceptance, the offeror is required to publish the result of the public takeover bid within two days.

Qatar Small Flag Qatar

Under the QFMA Mergers & Acquisitions Rules, the offeror must submit a merger and acquisition application containing the following information:

  1. The offeror's name, nationality, and address.
  2. Information about the offeror's company, such as its headquarters, objectives, current capital, company's address, names of directors, names of shareholders, the percentage each shareholder owns in the offeree company.
  3. The name, headquarters, address and capital of the offeree company
  4. The number of shares owned by the offeree in the listed offeree company must be shown in a statement.
  5. Minimum and maximum of the shares to be acquired and minimum and maximum percentage of the offeree company's capital.
  6. The price offered to the offeree.
  7. The purpose of the merger or acquisition.
  8. A copy of the articles of association and memorandum of association of the target company shall be provided to the offeree and the offeror.
  9. The offeror shall submit an updated copy of its shareholders' register.
  10. A copy of acquisition or merger agreement signed by both parties.
  11. In case of cash payment, a bank guarantee issued by a local bank ensuring that the offeror has the capability of fully or partially paying.
  12. A valuer’s valuation of the offeree company's assets.
  13. Commitment by the offeror to the authority to pay full fees in relation to acquisition and merger.
  14. The offeror and offeree company must submit am audited financial report for the last three years.

Furthermore, a notice of the process must be given to the Competition Protection and Anti-Monopoly Committee of the Ministry of Commerce and Industry.

Slovenia Small Flag Slovenia

The offeror shall announce the takeover bid simultaneously with the offer document (the prospectus) within 30 days at the latest after the announcement of the intention of a takeover. The prospectus shall contain all the information needed by holders of securities which will allow them to make an informed decision concerning the acceptance of the takeover bid. All requirements of the prospectus are listed in the Article 28 of the Takeovers Act (ZPre-1). The offeror shall publish also a notice of takeover bid results within three days of the expiry of the time limit for accepting the takeover bid. All requirements of the notice of takeover results are listed in the Article 54 of the Takeovers Act (ZPre-1).

Updated: May 14, 2019