“(..)This memorandum was prompted by the observation that, in the structuring of takeover bids, agreements and, where they are in place, so-called “related transactions” are relatively frequent and have – at least potentially – an impact on the independent appraiser’s assessment of the price offered to
minority shareholders in return for their withdrawal from the capital
The working group set out to identify the agreements and related transactions encountered in the context of independent appraisals carried out over the last three years, making a distinction:
-operations prior to the Offer
transactions subsequent to the Offer,
-management packages,
-liquidity guarantees,
-agreements relating to the financing of the Offer and the issue of shares in the acquisition holding company.
In order to identify the takeover bids containing related agreements and transactions in Appendix 1 and to establish this typology according to their nature in Appendix 2, each takeover bid made between 2011 and 2013 was examined by reference to the Offeror’s and Target’s information memoranda in response, and more particularly the independent expert’s reports and, where applicable, the addenda to these reports issued at the stage of the investigation of the draft Offer by the AMF’s Issuers Department; questions put by the AMF to the experts on these agreements and related transactions were also noted, as examples of the subjects raised during this investigation phase.
The contents of this memorandum were submitted, in the form of the indicative list in Annex 2, to the members of the association appointed in the takeover bids concerned, in order to obtain their input and details of the nature of the agreements and related transactions that they had to deal with; This working document is intended to be distributed to all members of the association to encourage them to be particularly vigilant about the consequences of agreements and related transactions that may arise in the context of a takeover bid that may be submitted to them, and to make them aware of the absolute need to document them and, as far as possible, to quantify their impact in the fairness opinion.”