Guide to Public Takeovers in Europe

This guide provides an overview of the key aspects of takeovers of listed companies in France, Germany, Italy, the Netherlands, Spain, Sweden and the United Kingdom.

It is a joint product of Bonelli Erede Pappalardo, Bredin Prat, De Brauw Blackstone Westbroek, Hengeler Mueller, Mannheimer Swartling, Slaughter and May and Uría Menéndez, and summarises the relevant legislation and rules as at 01 April 2013.

Topics covered in this memorandum include:

• the regulatory framework for takeovers
• bid types and structures
• equity control levels, stakebuilding and disclosure obligations
• bid preparation, including due diligence and deal protection measures
• value and type of consideration which may be offered
• bid conditions and pre-conditions
• anti-trust aspects of takeovers under European and national law
• announcement obligations
• bid timetable and key documentation
• rules regarding publicity in relation to bids
• minority shareholders and squeeze-out
• hostile bids
• overview of tax aspects of takeovers