France: Tender Offers - Simplified Procedure

Last Updated: 5 June 1995
The simplified procedure is not automatic: the CBV must authorise it (CBV General Regulations, Art. 5-3-1). It can be used for either cash or exchange offers. Its purpose is the acquisition of securities representing the equity or giving access to the voting rights of a company listed on the official stock market or second market or traded over the counter. The simplified procedure is governed by the regulations for normal take-over bids except for certain details which are discussed below. (see "Tender Offers - Normal Procedure").

Scope of simplified tender offers

The simplified tender offer procedure is applicable, with prior CBV approval, in a certain number of cases of varying importance. These include offers limited to 10% of shares, offers for non-voting equity and purchases of treasury stock within the strict limits accepted under French law (CBV General Regulations, Art. 5-3-2).

The procedure also applies to the take-over of an unlisted (or private) company, such as a holding company, which has a majority interest in a company listed on the official stock market or second market or traded over the counter, as long as its interest represents " an essential part of its assets" (Art. 5-3-7).

The simplified procedure also applies to two important cases which merit more detailed discussion: going private transactions and standing offers.

Going private transactions

Going private transactions concern cases where a shareholder already holds, directly or indirectly, alone or in concert, more than one-half of the equity or voting rights of a listed company and wishes to gain complete control.

The tender offer price must be must at least equal to the weighted average share price recorded over the sixty days preceding publication of the notice of filing with the CBV (Art. 5-3-4). However, with the CBV's approval, the offer price may be lower than that obtained with the formula.

The bidder must also inform shareholders not wishing to take advantage of the tender how they may trade their securities in the future.

Standing offers

A person acting alone or in concert who directly or indirectly acquires or agrees to acquire from certain shareholders a block of shares which give such person majority control of a listed company may ask the CBV to initiate the standing offer procedure ("garantie de cours"), which is almost comparable to the simplified procedure (CBV General Regulations, Art. 5-3-2-b and 5-3-5). The standing offer procedure is mandatory, however, where a block of shares has been acquired over the counter (Art. 5-3-6).

The standing offer procedure, if chosen by the bidder and accepted by the CBV, is very similar to the simplified tender offer procedure. The bidder must buy on the market all the securities of the company concerned that are tendered during a period limited to 10 to 15 trading days (CBV General Regulations, Art. 5-3-5). The offer price must, in principle, be the same as that paid when acquiring the controlling interest. However, the CBV may accept a lower price in certain circumstances, for example if representations and warranties have been negotiated or in the event of deferred payment.

This procedure is used relatively often, more frequently in fact than the tender offer procedure. In 1993, there were 33 standing offers (involving companies listed on the official stock market, registered on the second market or whose securities are traded over the counter (see COB Annual Report 1993, p. 143).

Time limits

The simplified tender offer period is particularly short, which favours the bidder as there is little time for the target to build up a defence or for competitors to make a higher bid. If the simplified offer is a cash bid the period can be as little as ten (10) trading days, whereas for an exchange or mixed offer it is at least fifteen (15) trading days (CBV General Regulations, Art. 5-3-3).


Normally, in a cash bid, shareholders tendering their shares receive an immediate cash payment. In practice, however, deferred payment has been accepted. The new 1992 regulations officially recognise "deferred payment", though formally at least for standing offers only (CBV General Regulations, Art. 5-3-5). The regulations specify that if the bidder staggers payment over time (or defers payment), the discount rate may "not be more than the market rate at the time of the sale" (ibid.). Thus, the bidder may offer a price guarantee based on the existing difference, at a given term, between the discounted bid price and the actual price on expiry of the guarantee.

This significant increase in flexibility is not only limited to standing offers. The CBV has informed French industrialists that not only the deferred payment technique but also the deferred transfer technique were applicable to the various forms of tender offer. These are important positive developments, protecting the rights of minority shareholders while also making stockmarket acquisitions less costly.

For further information contact Herve Letreguilly on +33 1 4471 1717.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Some comments from our readers…
“The articles are extremely timely and highly applicable”
“I often find critical information not available elsewhere”
“As in-house counsel, Mondaq’s service is of great value”

Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of

To Use you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions