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culation of meeting quorums. Furthermore, in the event the Board pro-
vides an extension to this period and the shareholder fails to make the
offer at the end of this extension, the Board may sanction the share-
holder with a monetary administrative fine up to the total purchase
amount of the shares in accordance with Art. 103/3 CML. Interest shall
also accrue under Art. 17 of the Communiqué.
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Offer Price
The offer price for mandatory offers of listed companies may not
be less than the arithmetic average of the daily weighted average price
for a period of six months preceding the public announcement of the
event triggering the mandatory offer, or less than the purchase price
paid for the purchase of company shares within the six months pre-
ceding the mandatory offer. In the event of indirect acquisition of man-
agement control, the offer price should also not be less than the price
specified in the valuation report to be prepared in accordance with the
rules established by the Board. Privileges will be taken into account in
determining the price of different share groups. In the event company
shares are sold with a price exceeding the offer price during the period
between the announcement of the share transfer triggering the manda-
tory offer and the completion of the offer, the price of the offered
shares shall be adjusted and be at least equal to the higher sale price.
Voluntary Offer
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Offer Procedure
Shareholders of public companies may voluntarily make an offer
to other shareholders to purchase part or all of their shares. The offer-
ing shareholder may withdraw its offer until the commencement of the
actual purchase. A shareholder wishing to make a voluntary offer shall
apply to the Board together with the information form and other docu-
ments specified in the annexes of the Communiqué.
The target company’s board of directors shall prepare a report
specifying its opinions and its justifications regarding the voluntary
offer, and publicly announce this report at least one business day prior
to the commencement of the offer.
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