Takeover Bids - March 2013+ Add to binder
The new capital market Bill contemplates the following changes in the rules on takeover bids:
A. Minimum cash offer in mandatory bids:
The highest purchase price used as minimum equitable price per share in cash offers shall now be calculated over a longer 12 month period as opposed to the 6 month period of the existing legislation (amendment of art. 9§4b).
95% of voting rights must approve a reorganization (by merger, demerger etc), when such reorganization will result in the company going private. The rules, which required a mandatory bid where a reorganization involved the exchange of listed for non-listed shares, are abolished.
C. Listed securities as consideration:
When listed securities are offered as consideration, to determine whether the exchange price is equitable, the following factors will need to be considered:
(a) the average target company share price for the 6 months preceding the bid, and the price at which the offeror or persons acting in concert or for the offeror acquired target company shares during the 12 months preceding the bid,
(b) the average price of the offered securities for the 6 months preceding the bid.