Page 6 - מיזוגים ורכישות - פרופ' אהוד קמר 2022
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(b) If, after an announcement of an offer made under Rule 9 for a class of share
capital and before the offer closes for acceptance, the offeror or any person acting in
concert with it acquires any interest in shares of that class at above the offer price, it shall
increase its offer for that class to not less than the highest price paid for the interest in
shares so acquired. Immediately after the acquisition, an appropriate announcement
must be made in accordance with Rule 7.1.
(c) In certain circumstances, the Panel may determine that the highest price
calculated under paragraphs (a) and (b) should be adjusted. (See Note 3.)
(d) The cash offer or the cash alternative must remain open after the offer has
become or been declared unconditional as to acceptances for not less than 14 days after
the date on which it would otherwise have expired (see Rule 31.4).
——
German MEPs Kill Off EU Takeover Directive
Financial Times, July 4, 2001
The European parliament rejected the EU’s controversial takeover directive on
Wednesday, when it voted down a hard-fought compromise negotiated between EU
government and MEPs.
The vote of 273 to 273 means the directive dies at the last hurdle, destroying 12
years of tough negotiations. A majority was needed to carry it forward. The directive was
aimed at protecting the rights of minority shareholders and to give a framework for
similar takeover rules across the EU.
Extensive lobbying by German MEPs turned what should have been a vote to
rubber-stamp the compromise into a battle for the survival of the legislation itself.
The German government, which backed out of an accord between EU countries
on the takeover rules in early May, secured support from its MEPs to vote against the
measure. EU diplomats had described the move as a "blatant national manipulation of
the European parliament".
The German government feared that the takeover directive would leave German
companies vulnerable to hostile bids because it outlawed defensive action by the
management of a target company without consulting its shareholders.
2
capital and before the offer closes for acceptance, the offeror or any person acting in
concert with it acquires any interest in shares of that class at above the offer price, it shall
increase its offer for that class to not less than the highest price paid for the interest in
shares so acquired. Immediately after the acquisition, an appropriate announcement
must be made in accordance with Rule 7.1.
(c) In certain circumstances, the Panel may determine that the highest price
calculated under paragraphs (a) and (b) should be adjusted. (See Note 3.)
(d) The cash offer or the cash alternative must remain open after the offer has
become or been declared unconditional as to acceptances for not less than 14 days after
the date on which it would otherwise have expired (see Rule 31.4).
——
German MEPs Kill Off EU Takeover Directive
Financial Times, July 4, 2001
The European parliament rejected the EU’s controversial takeover directive on
Wednesday, when it voted down a hard-fought compromise negotiated between EU
government and MEPs.
The vote of 273 to 273 means the directive dies at the last hurdle, destroying 12
years of tough negotiations. A majority was needed to carry it forward. The directive was
aimed at protecting the rights of minority shareholders and to give a framework for
similar takeover rules across the EU.
Extensive lobbying by German MEPs turned what should have been a vote to
rubber-stamp the compromise into a battle for the survival of the legislation itself.
The German government, which backed out of an accord between EU countries
on the takeover rules in early May, secured support from its MEPs to vote against the
measure. EU diplomats had described the move as a "blatant national manipulation of
the European parliament".
The German government feared that the takeover directive would leave German
companies vulnerable to hostile bids because it outlawed defensive action by the
management of a target company without consulting its shareholders.
2
