Proposal for revised Takeover Rules 2015

The Swedish Corporate Governance Board has announced proposed revisions to the takeover rules. One of the aims of the proposal is to create greater equality between offerors and target companies. The main points of the new rules are:

  • A ban on offerors requiring target companies to fulfil offer-related obligations, e.g. exclusivity or information commitments or binding break-up fee clauses, but with the possibility of exceptions in certain cases, e.g. where obligations improve rather than restrict competition in an offer situation.
  • A specific rule stating that offerors are bound by any unconditional statements made by the offeror in relation to the offer, e.g. whether the offer will be increased or extended.

The Board proposes that the rules come into effect on 1 February 2015.
The Board's press release is enclosed. The Takoever Rules, both in clean as well as track changed versions, are available under the Takeover Rules tab.