Competing takeover is the voluntary acquisition offer of the shares of listed companies that is submitted for the purpose of competing with the original takeover offer, and one or several parties submit one or more competing takeover offers, and the period of the competing acquisition begins from the disclosure of the competing takeover offer in the Boursa until it is decided on from Before the general assembly of the company subject of the offer.
Cases of submitting a competitive takeover offer for the shares of companies listed on the Boursa Kuwait
The Competing Acquisition Offer may be submitted if it includes a substantial addition or modification to the terms of the original Acquisition Offer, the competing acquisition offeror may also submit its offer after publishing the original offer document and five working days before the end of the compilation period for the original acquisition offer.
Implications for submitting a competing takeover offer
Submission of the competing acquisition offer document entails halting the original takeover offer procedures for a period of ten days, during which the Capital Markets Authority shall decide on the competing acquisition offer.
In the event that the Authority accepts the competing takeover offer document, the procedures for the original takeover offer shall continue to be suspended until the ordinary meeting of the company subject of the offer issues its decision to select one of the offers, taking into account the validity period of the acquisition offer calculated since the publication of the original acquisition offer document. in this case, the manager of the original takeover offer must release the shares that were collected before stopping the takeover offer procedures.
In the event that the Authority rejects the competing takeover offer document, the original takeover offer procedures shall be resumed according to the original timetable after excluding the suspension period.
Obligations of the Competitor Acquisition Offeror
The Competing Acquisition Offer Presenter shall comply with the provisions of disclosure when submitting the Competing Acquisition Offer Document, and pay the fees for studying the Competing Acquisition Offer Document to the Capital Markets Authority immediately after disclosure, and shall also comply with the same obligations as the original applicant.
The bidder of the competing acquisition offer or his representative is obligated to send a copy of the offer document to the offeree company, and he must disclose and announce the approval of the Capital Markets Authority on the offer document in the Boursa.
Obligations of the members of the board of directors of the company in question
Dealing with impartiality
The members of the board of directors of the acquired company shall deal impartially between the original takeover offer and the competing takeover offer.
Availability of information
The members of the board of directors of the company subject of the offer must commit to making the same information available to both the original takeover offer and the competing takeover offer.
Modify the original takeover offer document
In the event that the applicant of the original takeover offer wishes to amend one of the terms of the acquisition process after submitting the competing acquisition offer and before convening the ordinary general assembly of the company subject of the offer to choose one of the offers, he must submit to the Capital Markets Authority a request to amend the offer document, provided that the amendment is substantial and for the benefit of the shareholders, By following the following procedures:
- The original takeover offeror submits a reasoned request to the Authority to amend his offer, provided that the amended offer document is attached to the application, bearing in mind that it is not permissible to publish the offer document or its contents without the approval of the Authority.
- The procedures for the original takeover offer and the competing takeover offer shall be suspended for a period of ten working days, provided that the Authority issues its approval of the amended offer document during this period.
- In the event that the Authority approves the original amended takeover offer document, the procedures for executing the competing takeover offer shall be completed.
- In the event that the Authority refuses to amend the offer document, the offeror must complete the procedures for executing the acquisition process in accordance with the original offer document, as of the day following the Authority’s announcement of its rejection of the amended offer document.
Modify the Competitor Acquisition Offer Document
The Competing Acquisition Offer Offeror may amend its offer document after amending the original Acquisition Offer, provided that the same provisions and procedures involved in amending the original Acquisition Offer apply to it. Both the original Acquisition Offer and the Competing Acquisition Offer may modify its offer only once.
Choose one of the competing offers
In the event that the Ordinary General Assembly of the offeree company does not issue a decision to choose one of the competing offers and the validity period of the takeover offer calculated since the publication of the original takeover offer has exceeded one hundred and eighty days, the Boursa shall hold an auction session within the next ten days among the bidders and the auction shall be awarded to the highest cash price among them. The highest bid price submitted shall be the basic auction price.
Cancellation and withdrawal of takeover offers
All offers shall be canceled in the event that one of the original acquisition offers or the competing acquisition contains a non-cash takeover offer, and in the event that the offer is withdrawn for reasons not accepted by the Capital Markets Authority, the offeror shall bear the responsibility that may be incurred by any person as a result of this withdrawal.
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