New rules for takeover offers in company restructurings
Austria's Takeover Act now applies takeover offer requirements to certain corporate transactions (bylaw changes, mergers, conversions, and splits) where a company seeks to end trading on the Vienna Stock Exchange. The rules clarify what information must be disclosed and how offers must be structured in these situations.
What changed
A new section (§ 27f) extends takeover offer rules to four types of corporate transactions under Austrian stock corporation law: bylaw amendments, asset transfers, conversions, and splits. The offer must disclose that it is made because of the corporate transaction and what effect that transaction will have on the target company's stock exchange listing.
Who is affected
Companies planning to end trading on the Vienna Stock Exchange through one of these corporate restructurings, their shareholders, and anyone making an offer to acquire shares in connection with such a transaction.
Key requirements
An offer must target all shares not already held by the bidder or parties acting together with the bidder. Unlike normal takeover bids, the offer does not need to be free of conditions at the time it is announced; it need only be unconditional when the corporate transaction is registered in the commercial register (Firmenbuch). The rules also apply to foreign stock corporations delisting from the Vienna Stock Exchange.