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LPC Law Notes Private Acquisitions Notes

Timetable For A Bid Chart Notes

Updated Timetable For A Bid Chart Notes

Private Acquisitions Notes

Private Acquisitions

Approximately 339 pages

A collection of the best Mergers and Acquisitions* notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".

In short, these are what we believe to be the strongest set of Mergers and Acquisitions notes available in the UK this year. This collection is f...

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The following is a more accessible plain text extract of the PDF sample above, taken from our Private Acquisitions Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:

Timetable for a bid

Date Event Rule
Before Announcement

  • Due diligence by offeror

  • Approach by offeree board (1a)

  • Draft documents

  • Obtain any irrevocable undertakings

  • Build stake in offeree company

  • Possibly make a r.2.4 announcement (announcement of a possible offer)

    • if so, the offer period will begin

    • Announcement does not need to identify the offeree company

    • Published in same way as a 2.7 announcement

    • 2.12(a) send announcement to shareholders & Panel & make disclosure required by r.2.10

    • 2.6(a) Potential offeror has 28 days to ‘put up or shut up’ – 28 days from announcement within which must make 2.7 announcement or a statement under r.2.8 that is does not intend to make an offer

      • 2.6(c) offeree board can approach the Panel to ask it to extend 28-day deadline

 1 & 2.2-2.8

D-28

Offer period begin

  • Announce offer under Rule 2.7 (announcement of firm in intention to make an offer)

    • 2.2 where a serious source has notified the board of the offeree company of a firm intention to make an offer, this triggers the requirement for an announcement

      • 2.2(a) only make after the most careful and responsible consideration, and only if offeror has every reason to believe that it can, and will continue to be able to, implement the offer

      • 2.7(b) once the announcement is made, the offeror must proceed with the offer

    • 2.9 make announcement to an RIS

      • Typed & faxed or emailed

      • If outside business hours, also distribute to at least 2 national newspapers and 2 newswire services in the UK

      • 2.12(b)(i) offeree company send copy of announcement promptly to shareholders & (c) Panel

      • 2.12(b)(ii) offeror and offeree make announcement available to employee representatives

    • 2.3 if the announcement is required before the offeror has approached the offeree company, or a rule 9 obligation has arisen, responsibility for making the announcement lies with the offeror

    • 2.3(c) if announcement required after the offeror has approached offeree company, offeree company’s obligation to make announcement

2 &

DTR 2.2.1R
D-0

  • 24.1(a) Send offer document to target shareholders

    • Addressed to the offeree shareholders

    • Makes the formal contractual offer to acquire their shares in the offeree

    • 30.3 Before it is published it must be send in hard copy & electronic form to the Panel

    • 24.1(b)(i) publish offer document on a website on date sends to company shareholders

    • 24.1(b)(ii) announce to an RIS that it has displayed document and where

    • 24.1(b) make document readily available to employee representatives

    • 30.3(a) send document in hard copy and electronic form to advisers of other parties to the offer

  • Market purchases now count towards CA 2006 squeeze out provisions (979)

 24.1
D+14

  • Target sends first defence document to its shareholders if offer is hostile (latest date)

    • 24.1(b)(i) put document on display and publish on website

    • 30.2(a) announce to an RIS that it has displayed the document and where

    • 25.1(a) make document readily available to its employee representatives

    • 30.3(b) send document to Panel & to advisers to all other parties to the offer

 25.1
D+21

  • First closing date (earliest date)

  • Rule 31.2 further closing dates need to be specific

 31.1
By 8am, business day after first closing date

  • Announce acceptance levels

  • Announce any extension of offer

    • Rule 31.3 offeror is not obliged to extend offer and can withdraw if conditions not accepted

    • 32.1(c) revised offer must be open for at least 14 days following the publishing of the revised document

    • 32.3 any shareholder who accepted the original offer is entitled to receive the revised consideration

 17.1
D+39 (2nd day after any competition decision announced)

  • Target can release material new information (latest date)

    • Only with consent of the Panel

 31.9
D+42 assuming first closing date is D+21

  • Accepting shareholders can withdraw acceptances if offer not yet declared unconditional as to acceptances (earliest date)

 34
D+46

  • Bidder can improve offer (latest date)

 32.1(c)
D+60 (by midnight)

  • Bidder declares acceptance condition fulfilled – i.e. offer ‘unconditional as to acceptances’ (latest date)

    • Rule 10 provides that the offeror must have acquired, or agreed to acquire, shares carrying over 50% of the voting rights in the offeree company

    • In practice, the offer condition is usually drafted so that it will be fulfilled only if the offeror acquires 90% of the shares to which the offer relates to invoke 979 CA 2006

    • Withdrawal rights of shareholders...

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