Professionals

1. When does a potential bidder have to announce his/her intention to launch a bid?

The announcement of a bid generally takes place after its formal notification to the FSMA, and is made by the FSMA. The fact that the FSMA thus in principle has a 'monopoly' on the announcement of takeover bids enables it first to conduct an initial test of the seriousness of a bid and to determine that the necessary funds are available to finance the takeover.

At the request of the FSMA, exceptions may be made to this arrangement. In practice, the FSMA often asks potential bidders, with a view to the smooth functioning of the market (Article 8, § 1 of the Takeover Decree) and more specifically to ensuring correct pricing, to announce takeover bids before submitting a dossier to the FSMA.

Specifically, it asks potential offerors in that case to publish a press release on their intention to launch a takeover bid for an offeree company at the latest when their board has decided to launch a takeover bid.

Potential offerors are invited to contact the FSMA in good time in order to make concrete arrangements regarding the manner and the time of publication of the press release. In many cases, the publication of a press release will be accompanied by a suspension of trading in securities carrying voting rights or that confer access to voting rights in the offeree company and, where applicable, in the offeror.

The publication of the announcement of the offer by the FSMA – pursuant to Article 7 of the Takeover Decree – will then occur later, after the offeror has submitted the dossier.