Company takeover bids

KEY POINTS

• Member States’ governments must ensure compliance with the following principles.
  • All holders of securities² of an offeree company³ of the same class must be treated equally.
  • They must have sufficient time and information to reach a properly informed decision on the bid.
  • The board of an offeree company must act in the interests of the company as a whole.
  • Behaviour that makes the securities at stake rise or fall artificially in price is not allowed.
  • The offeror may only announce a bid if they have sufficient financial resources.
  • An offeree company must not be hindered in its activities for longer than is reasonable.
• Member States must designate an authority, or authorities, to supervise takeover bids. They also decide which judicial or other authority should handle any disputes or irregularities in a bid.
• The offeree company determines which national supervisory authority should judge the bid if its securities are traded in more than one Member State.
• To protect minority shareholders, anyone gaining control of a company must make a bid at an equitable price at the earliest opportunity to all holders of securities.
• The equitable price is the highest price the offeror paid for the securities during a 6- to 12-month period prior to the bid. In specific circumstances, national supervisory authorities may adjust this price.
• A decision to launch a bid should be made public as soon as possible and should ensure market transparency and the integrity of offeree company securities.
• The offer document containing a bid must provide basic information such as the terms involved and the identity of the company or person launching the initiative and of persons acting together.
• National authorities determine the time allowed to accept a bid. This runs between 2 and 10 weeks.
• Before engaging in measures that could block the bid, the board of the offeree company must (subject to a Member State opt-out) obtain prior authorisation from a general shareholders’ meeting.
• Employee representatives must be informed of any takeover bid.
• National rules exist for issues such as the lapsing or revision of bids or the disclosure of the result of a planned takeover.
• Amending Directive (EU) 2023/2864 inserts an article in Directive 2004/25/EC that requires Member States, from 10 January 2030, to ensure that, when making public any regulated information, companies submit that information at the same time to the relevant collection body for the purpose of making it accessible on the European single access point, set up under Regulation (EU) 2023/2859.