Guy Morgan discusses the key legal and commercial issues associated with the planning and implementation of hostile tender offers.

Tender offers are most frequently used by listed companies in order to implement share buybacks. Indeed the Financial Conduct Authority’s (FCA) Listing Rules require that, in certain circumstances, purchases by a premium-listed company of its own equity shares can only be by way of a tender offer (see box “Share buybacks”). However, it is less common to see a tender offer being used to acquire stakes in third-party companies.

This article examines the reasons why a party might make a tender offer for shares in a third-party company, the regulation of tender offers where the offeree company is subject to the Takeover Code (the Code) and the process for making tender offers.

Read the full article in PDF format here.

This article first appeared in the May 2016 issue of PLC Magazine.


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