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form shall include various information; including information on the
company, the offering shareholder, events triggering the mandatory
offer or the underlying causes of the voluntary offer and the conditions
of the offer. In the event the information presented in the form are con-
sistent, comprehensible and complete, the Board shall approve the
information memorandum. The form shall be disclosed to the public
within three business days following the approval by the Board.
However, if it is understood that the information presented on the form
are incorrect, misleading or incomplete, the Board is authorized to
pause or prohibit the share purchase offer.
The offering shareholder shall sign an undertaking agreement with
an investment company. The undertaking agreement shall provide
the information specified in the Communiqué, including information
on the shares subject to the offer and the price to be paid for such
shares.
During the share purchase offer procedure, all material steps, such
as the share purchase offer decision, any event triggering mandatory
offer, offer price, valuation reports, the results at the end of each offer
day and the shareholding and management structure of the company
following completion of the offer should be disclosed to the public.
Mandatory Purchase Offer
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Events Triggering Mandatory Offer and Exemption
The Communiqué regulates that, those who obtain management
control of a public company, either through share purchases or agree-
ments concluded between shareholders, are obliged to make mandato-
ry offers to other shareholders. The mandatory offers must be uncon-
ditional.
The Communiqué repeats Art. 26 CML, which explains the cases
where a shareholder is deemed to have obtained management control,
and provides for additional explanation. In determining which actions
amount to “acting in concert”, real person shareholders are deemed to
act in concert with companies under his/her control, and legal entity
shareholders are deemed to act in concert with persons controlling
themselves and other companies under the same control. The
Communiqué also regulates the events where a mandatory offer shall
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