Page 10 - מיזוגים ורכישות - פרופ' אהוד קמר 2022
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into force on May 20, 2004.2 Member States have two years, or until May 20, 2006, to
implement the Directive in their national legislation. It is hoped that the introduction of
the minimum standards contained in the Directive will, to a certain extent, harmonise the
procedure for takeover bids in Member States. That said, and as explained below,
Member States will be able to opt out of some of the more contentious provisions,
meaning that law and practice will still vary from country to country in the European
Union.
The Directive only applies to public offers for companies governed by the laws of
Member States, the securities of which are admitted to trading on a regulated market in
one or more Member State.
Overview of the Key Minimum Standards of the Directive
Content (Article 3)
The fundamental principles of the Takeover Directive are that:
• All holders of securities of an offeree company of the same class must be given
equal treatment;
• Holders of securities of an offeree company must be given sufficient time and
information to reach an informed decision on the bid;
• The board of the offeree company must act in the best interests of the company
as a whole;
• False markets must not be created in the securities of the offeree company, the
offeror company, or any other company involved in the bid;
• An offeror may only announce a bid after ensuring that it can fulfil in full any
cash consideration it offers; and
2 Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on Takeover
Bids. See the Official Journal of the European Union on 30 April 2004, L142/12, available through link at
.
6
implement the Directive in their national legislation. It is hoped that the introduction of
the minimum standards contained in the Directive will, to a certain extent, harmonise the
procedure for takeover bids in Member States. That said, and as explained below,
Member States will be able to opt out of some of the more contentious provisions,
meaning that law and practice will still vary from country to country in the European
Union.
The Directive only applies to public offers for companies governed by the laws of
Member States, the securities of which are admitted to trading on a regulated market in
one or more Member State.
Overview of the Key Minimum Standards of the Directive
Content (Article 3)
The fundamental principles of the Takeover Directive are that:
• All holders of securities of an offeree company of the same class must be given
equal treatment;
• Holders of securities of an offeree company must be given sufficient time and
information to reach an informed decision on the bid;
• The board of the offeree company must act in the best interests of the company
as a whole;
• False markets must not be created in the securities of the offeree company, the
offeror company, or any other company involved in the bid;
• An offeror may only announce a bid after ensuring that it can fulfil in full any
cash consideration it offers; and
2 Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on Takeover
Bids. See the Official Journal of the European Union on 30 April 2004, L142/12, available through link at
6
