On September 18, 2006, the French Financial Market Authority (the “AMF”) adopted amendments to its General Regulations that implement the Public Takeover Act of March 31, 2006 (the “Act”).1 The Act transposed into French law the EU Takeover Directive (the “Directive”)2 and modified a number of significant aspects of French securities law.

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 the impartiality of its reasoned opinion 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.3

This memorandum provides updated timetables for friendly and contested tender offers, reflecting, among others, the reforms implemented by the Act and the General Regulations. Timetables for both hostile and friendly tender offers are subdivided in two in light of the significant timing differences that arise when an independent expert is appointed.

Assumptions:

  • 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. 
  • In the fourth timetable, the tender offer is contested by the target and there are potential conflicts of interests requiring the appointment of an independent expert, in which case the bidder prepares a tender offer statement; the independent expert is given a minimum of 15 days to prepare a fairness opinion (rapport d’expertise indépendante); and the target responds with a 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.

Below please find the most updated timetables for the performance of friendly and contested tender offers in France.

Timetable for Friendly Tender Offer in France where no independent expert is appointed by the target’s board: Click here for PDF

Timetable for a Friendly Tender Offer in France where an independent expert is appointed by the target’s board: Click here for PDF

Timetable for Contested Tender Offer in France where no independent expert is appointed by the target’s board: Click here for PDF

Timetable for a Contested Tender Offer in France where an independent expert is appointed by the target’s board: Click here for PDF