Public tender offers
Notification to the AMF
Before making a takeover bid, the bidder must file an offer letter with the AMF, which must indicate certain information detailed in question 5. This request must also include a draft offer prospectus, the content of which is also detailed in question 5.
Upon receipt of the bidder’s letter, the AMF shall make public the main provisions of the draft offer and may decide to suspend the listing of the shares of the companies concerned. This publication marks the beginning of the offer period.
The AMF has 10 days of trading from this date to assess the conformity of the draft offer prospectus with applicable legislative and regulatory provisions. In this respect, the AMF may request additional guarantees or explanations and require that the draft offer prospectus be amended. Where the draft offer prospectus meets the requirements, the AMF publishes a statement of compliance (the ‘visa’) on its website, which constitutes an approval of the offer prospectus.
Where the concerned companies did not draw up a joint offer prospectus, the reply note must be submitted to the AMF no later than the fifth day following the publication of the statement of compliance. The AMF then has five days to deliver its visa.
Shareholders who wish to participate in the offer can make their orders within 25 trading days from the trading day following the publication of the visa to the offer prospectus or to the reply note, as applicable.
Information of employees
In the case of public tender offers, employees of both the target company and the bidder must be informed, either directly (in the event of lack of staff representatives) or through the information and consultation of such staff representatives (Labour Code, articles L.2312-42 and L.2312-50).
Information of the employees’ representative body of the target company
Upon the filing of the offer prospectus with the AMF, the target company must immediately convene a meeting to inform its staff representatives (the social and economic committee (CSE), newly implemented and replacing the former French works council) about the filing of the offer, specifying whether the offer has been solicited.
During the meeting, the CSE indicates whether it wishes to:
- hear the bidder at a later meeting (to take place within one week of the filing of the draft offer prospectus); and
- appoint an accountant, whose duty would consist in drafting a report (within three weeks as from the filing of the draft offer prospectus), assessing the bidder’s industrial and financial policies, its contemplated strategic plans for the company and the repercussions of the implementation of its offer on the employment (the expenses pertaining to the appointment of the accountant are borne by the company).
Before the board of directors issues its opinion regarding the interest offer in the reply note (if no joint offer prospectus was issued), the CSE shall be consulted in a meeting on the offer, examine the accountants’ report (if any) and may require that the bidder attend the consultation meeting. Failing to attend the meeting for the bidder’s representative could entail the suppression of its voting rights (Labour Code, article L2312-48).
The CSE shall issue its opinion, which does not bind the employer, within one month from the filing of the draft offer prospectus (the CSE is deemed to have been consulted on this matter in case of lack of opinion within this time frame). The CSE can ask for the intervention of a judge in order to obtain additional information, should the CSE consider it has not been provided with sufficient information.
Information of the employees’ representative body of the bidder
The bidder’s CSE shall be informed and consulted on the content of the offer and its potential impact on employment within two business days from the publication of the offer.
At the bidder’s request the target company can consult its CSE within two business days following the announcement of the offer. The schedule provided above would run as from the announcement of the offer.
Reorganisations (mergers, demergers, partial asset contributions)
When the securities of the acquiring or target company are listed on a regulated market, such company may be exempted from the preparation of a prospectus in the event of a merger, demerger or partial asset contribution if it draws up an equivalent documentation as a prospectus. This document, known as ‘Document E’, must include some particulars (economic and legal aspects of the transaction, remuneration of the contributions, consequences for the target company and its shareholders).
The prospectus must be submitted to the AMF at the latest two months before the date of the general meeting convened to approve the transaction.
The prospectus shall be published in national newspapers, made available at company headquarters and posted on the website of the company and of the AMF as of its registration by the AMF and at least 15 days before the meeting called on to approve the partial asset contribution or one month before the meeting called on to approve the merger or demerger.
Creditors of the company hold a right of opposition to the operation of combination if their debt obligation precedes the publication of the draft term. The opposition procedure must be launched within 30 days from the last publication but the company can complete the operation despite the existence of an opposition.
In addition, the CSE of each participating entity may have to be informed and consulted on the proposed business combination before any decision is taken.
Back to top