Page 9 - מיזוגים ורכישת חברות - ברקלי תשפא
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21.4 Information to Independent Directors in Management Buy‐Outs
If the offer or possible offer is a management buy‐out or similar transaction, the
offeror or potential offeror must, on request, promptly provide the independent directors
of the offeree company or its advisers with all information which has been provided by
the offeror or potential offeror to external providers or potential providers of finance
(whether equity or debt) for the buy‐out.
Section N. Offer Timetable and Revision
Rule 31. Timing of the Offer
31.4. Offer to Remain Open for 14 Days after Unconditional As to Acceptances
After an offer has become or is declared unconditional as to acceptances, the offer
must remain open for acceptance for not less than 14 days after the date on which it
would otherwise have expired (see Rules 33.1 and 33.2). When, however, an offer is
unconditional as to acceptances from the outset, a 14 day extension is not required but
the position should be set out clearly and prominently in the offer document.
——
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".
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