Takeovers: overview
Corporate finance training
Corporate finance training programmes
Takeover offer documents: drafting

Takeovers: update

An explanation of course levels:

• Introductory: for those new to the subject.

• Intermediate: for delegates with some prior knowledge of the subject.

• Advanced: for delegates with substantial knowledge of the subject.

• Update: for delegates with or without prior knowledge of the subject.

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Public company takeovers

Takeovers: Overview

An introductory course for those without substantial experience of public company takeovers.

CPD: 6 hours

Level: introductory

OBJECTIVES

This course provides an overview of the principles, procedures and documentation involved in public company takeovers. It covers the conduct of takeovers from conception to completion with particular emphasis on how the Takeover Code operates in practice.

The aim of this course is to enable participants to understand:

• the role of the Takeover Panel and the legal basis of the Code, including the transactions and companies to which the Code applies;
• the main provisions of the Code, the principles in the Code and the reasons for them;
• the role of the various parties involved in a takeover bid;
• the main structures used to effect takeovers, the differences between them and when each is appropriate;
• the main factors to be considered in planning a bid;
• the timetable for recommended and hostile bids;
• the importance of the conditions to the offer and the restrictions on them under the Code;
• the due diligence process on recommended and hostile offers;
• the provisions of the Code regarding announcements and how they operate in practice;
• the considerations in relation to stakebuilding in the target;
• the key documentation involved in a takeover; and
• the provisions regarding compulsory acquisition of shares.

COURSE OUTLINE

PART 1: The Code and the role of the Panel

• What are takeovers?
• The regulation of takeovers including the effect of the Takeover Directive as implemented into UK law.
• The Code, its purpose and interpretation and enforcement.
• The general principles of the Code.
• Transactions to which the Code applies.
• The status and operation of the Panel, the obligations of parties to takeovers and enforcement of the Code.

PART 2: The structure of takeovers

• The usual structure for a takeover offer.
• The timetable.
• Schemes of arrangement and their advantages and disadvantages.

PART 3: Planning the bid

• Issues to be considered in the pre-announcement period.
• Which securities to include in a bid.
• Financing the offer and forms of consideration.
• Compulsory acquisition of minority shareholdings and treatment of overseas shareholders.

PART 4: Conditions to the offer and due diligence

• Conditions of the offer and restrictions on reliance on them.
• Due diligence on recommended and hostile offers.

PART 5: Announcements and stakebuilding

• The approach, target directors’ duties, inducement fees and obtaining irrevocables.
• The provisions of the Code regarding announcements and how they operate in practice.
• The relevant provisions of the Code and law in relation to stakebuilding and disclosure of interests in the target securities.

PART 6: offer and response documents

• The information to be included in the offer document and the response by the target board.
• What actions the board of the target can take to defend a hostile bid.
• The offer document and offeror obligations.
• The response document and defensive tactics.