Objectives of the note
The Working Group has set itself the following objectives:
Redefine in practical terms the principles and content of the letters of representation to APEI members for the purposes of their involvement in takeover bids (the ” Offer ” or, more generally, the ” Transaction ” when the Offer is coupled with other related transactions), mainly within the meaning of Article 261-15 of the AMF General Regulation, distinguishing as far as possible :
- the declarations required in all circumstances from the representatives of the company targeted by the Transaction (the “Target”) and of the company initiating the Transaction (the “Offeror”);
- the specific declarations required in the presence of related agreements6 requiring specific confirmations not only from the representatives of the Target and the Offeror, but also from individuals or representatives of legal entities who, prior to or concurrently with the Offer, have transferred or contributed their securities to the Offeror (the “Transferor” and the “Contributor” respectively), and where applicable from other parties involved in the Transaction. The terminology “letter(s) of representation” is therefore used hereafter regardless of who signs them.
Suggest to the AMF that it supplement its recommendation 2006-157 (“Independent appraisal in the context of financial transactions”) to include the legitimacy of a request for confirmation from the independent appraiser (the “Appraiser”) to the parties involved in the Transaction, in particular representatives of the Target and the Offeror, by means of a letter of affirmation.