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The time periods governing the voluntary offer are in general sim-
ilar to that of mandatory offers. The offer should commence within six
business days following the Board’s approval of the information form
and remain open for at least ten and at most twenty business days. In
the event shareholders apply for the purchase of their shares in an
amount exceeding the total number of shares the offering shareholder
is offering to purchase, the shares shall be purchased proportionally
from the shareholders.
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Offer Price
The Communiqué does not stipulate a rule for determining the
offer price for voluntary offers. Nevertheless, it provides for provisions
governing the increase of the price under certain circumstances.
The shareholder making the voluntary offer is free to increase the
offer price until one business day prior to the completion of the offer.
In such an event, shareholders who have sold their shares and paid the
offer price shall pay the increase within two business days after the
completion of the offer. If the price is readjusted, the offer period shall
be extended by two weeks.
In the event the offering shareholders or persons acting in concert
purchase company shares for a higher price within the period from the
announcement of the voluntary offer to the public until the lapse of
three months after the completion of the offer, the offer price shall be
readjusted and increased up to an amount at least equal to the higher
price.
A third party may make a competitive offer. In this case, the offer
period of the initial voluntary offer may be extended until the comple-
tion of the competitive offer. Shareholders who have accepted the ini-
tial voluntary offer may revoke their acceptance prior to the payment
of the purchase price, if a competitive offer is made after they accept-
ed the initial offer.
Conclusion
The CML provides for general provisions governing voluntary and
mandatory offers. It defines events where management control is
deemed to be acquired and stipulates trigger events for mandatory
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NEWSLETTER 2014