As a result of the comments received on the original proposals,
the CSA and AMF have announced that they are not going to proceed
with them. Instead, they will be publishing for comment a new
proposal that will amend the existing take-over bid regime (the
Proposed Bid Amendments). The CSA are still in the process of
developing the Proposed Bid Amendments, but are planning to publish
them for comment in the first quarter of 2015.
For now, the CSA have indicated that the Proposed Bid Amendments
will address key issues identified in the original proposal, as
well as the comments received on them. They are looking to
facilitate the ability of shareholders to make voluntary, informed
and co-ordinated tender decisions, but also provide target boards
with additional time to respond to hostile bids, all with a view to
rebalancing the current dynamics between hostile bidders and target
The CSA's announcement provides that the Proposed Bid
Amendments would require:
a mandatory tender condition that a minimum of more than 50% of
all outstanding target securities owned or held by persons other
than the bidder and its joint actors be tendered and not withdrawn
before the bidder can take up any securities under the bid;
an additional 10 day extension of the bid after the bidder
achieves the mandatory minimum tender condition and the bidder
announces its intention to immediately take up and pay for the
securities deposited under the bid; and
a bid to remain open for a minimum of 120 days, subject to the
ability of the target board to waive, in a non-discriminatory
manner when there are multiple bids, the minimum period to a period
of no less than 35 days.
The CSA have advised that they are not planning changes to
current take-over bid exemptions or the existing defensive tactics policy.
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guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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