This memorandum provides updated timetables for friendly and contested tender offers in France, reflecting recent amendments to the General Regulations of the French Financial Market Authority (the “AMF”) which include the creation of a pre-offer period during which new reporting obligations and trading prohibitions apply.
In 2006,1 the AMF extended the obligation for a target’s board of directors to obtain a fairness opinion from an independent expert whenever the tender offer may cause conflicts of interest within the board that could prejudice its impartiality concerning the merits of the offer and its consequences for the target, shareholders and employees, or which could jeopardize the equal treatment of shareholders or holders of other financial instruments that are the subject of the tender offer.2
The attached timetables for friendly tender offers are subdivided in two in light of the procedural differences that arise when an independent expert is appointed. A single timetable for contested tender offers is provided as an independent expert is rarely appointed in the context of a contested tender offer.
The timing set forth in these timetables is based on regulatory minimal deadlines and is shown for indicative purposes.
- Autorité des Marchés financiers
- Euronext Paris
- Bold type indicates trading days (D + X)
- Italics indicate calendar days (D + Y)
- In some cases, a deadline may be expressed as the sum of trading days and calendar days, in the form D + X + Y
- “D-day” is the date on which the bidder’s presenting bank files the tender offer documents with the AMF.
- General Regulations of the AMF
- The tender offer is filed under the normal procedure. The AMF regulations provide a simplified procedure for tender offers in particular circumstances, such as an offer by a person already owning a majority of the target’s shares, an offer for no more than 10 % of the target's shares, or for self-tender offers.
- In the first timetable, the tender offer is assumed to be friendly and there are no potential conflicts of interests that would require the appointment of an independent expert. The tender offer statement is thus prepared jointly by the bidder and the target.
- In the second timetable, the tender offer is assumed to be friendly but there are potential conflicts of interests that would require the appointment of an independent expert. Under this assumption, the tender offer statement cannot be prepared jointly by the bidder and the target. However, it is assumed that the bidder’s preliminary tender offer statement and the target’s preliminary recommendation statement are filed simultaneously as the independent expert will have been appointed earlier on in the process.
- In the third timetable, the tender offer is contested by the target but there are no potential conflicts of interests requiring the appointment of an independent expert, in which case the bidder prepares a tender offer statement, and the target responds with its own recommendation statement.
- The sale of control of the target does not constitute a concentration subject to the approval of antitrust authorities; i.e., the French Ministry of the Economy or the European Union Commission, as the case may be.
- The target does not operate a business included in one of the strategic business sectors in which the French Ministry of the Economy has the right to restrict foreign investments in France.
- The sale of control of the target is not conditional on special regulatory approvals, such as those that would apply to the sale of a bank, an insurance company or a company that owns a newspaper or radio or television station.
Timetable for Friendly Tender Offer in France where no independent expert is appointed by the target’s board (PDF format)
Timetable for a Friendly Tender Offer in France where an independent expert is appointed by the target’s board (PDF format)
Timetable for Contested Tender Offer in France where no independent expert is appointed by the target’s board (PDF format)