Takeover Flashcards
What is a takeover?
offer to acquire large quantities of shares issued by a listed company when owned by a large number of investors
What is the takeover directive?
Uniform legal framework governing public takeovers in EU
General principles of takeovers
No right of withdrawal
equal treatment
full disclosure
safeguard rights of minorities
sufficient time and information to shareholders
target’s BoD must act in the interest of the target company as a whole…
Requisites of a takeover for the Italian law
purpose to purchase or exchange shares or other financial instruments
addressed more than 150 people
amount higher than 8 million
Types of takeovers
- friendly or hostile
- mandatory or voluntary
Differences from mandatory and voluntary takeover
mandatory (if you own the 25-30% of shares with price determined by law and no conditions precedents) to protect minority stakeholders
voluntary (price discretionary and conditions precedents as MAC clause).
Offer document in a takeover
published and disclosed to the market with info taken also trough due diligence for equal treatment principle.
Delisting
- if the offeror of the takeover reach >90% they will be automatically delisted
- as a consequence of a merger: if <90% target may be merged with and into the offeror, determining automatic delisting.
Scenarios after takeover
<90% :no further rights or obligations (merger of target if want delisting)
90%-95%: mandatory purchase the remaining (Sell out)
>95% : offeror has the right to purchase the residual (Squeeze out).
What is a competing offer?
Another offer up to 5 days before the acceptance period of the original one. Common consequences are: extension of the acceptance period of the “original” offer, relaunching from the original offer (through a press release). The shareholders have the “migration right” to withdraw the previous and accept the best offer.
