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Steve Jakes is a senior partner in a taw firm and specialises in mergers and acquisitions. He's talking to a client from Japan. 'A merger or takeover occurs when one company has acquired the majority, or even the entirety, of the share's of the target company. Statutory schemes of arrangement of companies are contained within the Companies Act. In the conventional non-statutory situation, the acquiring company, or offeror, usually makes an offer to acquire the shares of the target company, the offeree, and gives the shareholders a fixed time within which to accept the offer. The offer is made subject to the condition that will be only effective in the event that a specific percentage of the shareholders accept the offer. The price offered for the shares is usually more than would ordinarily be obtained at that point in time for those shares on the stock market. Tins constitutes the takeover bid. Of course, if the board of directors does not recommend the offer to its shareholders, it's regarded as a hostile takeover.
The freedom of companies to merge in this, way is controlled by various statutes, European Community (EC) competition authorities (known as antitrust regulators in the US), and the courts, which regulate anti-competitive concentration of market power. Is a merger If permitted, clearance is given by the regulatory authorities
Dealing disclosure
requirements' The conduct of takeovers is controlled by rules set by the City Code on Takeovers and Mergers. The Code is administered by the Panel of Takeovers and Mergers, an independent body which draws its members, from major financial and business institutions. UK registered and resident public companies have to abide by the Code. Disciplinary action may result from certain breaches of the Codem for example, failing to disclose dealings in relevant securities of the offeree company. The guiding principles behind the Code are that shareholders see treated fairly and are not denied an opportunity to decide on the merits of a takeover, and that shareholders of the same class are afforded equivalent treatment by an offeror. '
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