Take-Over Bid Disclosure Issues

| 2 minutes

 

See Chinese version below [中文版参阅下文].

Canadian public companies are required by securities laws to issue a press release and file a material change report whenever a material change occurs. The possibility of a take-over bid can be expected to impact the share price of the target company sufficiently to constitute a material change, so careful consideration must be given to the appropriate time for a public announcement. Premature disclosure can be just as damaging as late disclosure. A public company does not want to cause excitement in its share price based on a premature announcement, and then have the share price collapse if a transaction fails to materialize. Not only can this be damaging to the company’s reputation in the capital markets, it can be very disruptive amongst employees, customers and suppliers.

The preferred approach is for the initial contact and any early discussions to be conducted confidentially, with no press release or other disclosure by either the bidder or the target.

If there is a leak and rumours of an impending transaction appear in the press, the target company may be forced to make a public statement earlier than it would have preferred; a typical statement is to the effect that “Preliminary discussions are underway, but there can be no assurance a transaction will result”.

More often, assuming that there are no leaks which result in unusual market trading activity, a public announcement will be made either that the target company has signed a support agreement and its board is recommending that shareholders accept the proposed transaction, or (if the announcement is made earlier in the process) that the public company is exploring strategic alternatives or has decided to put itself up for sale and has retained investment bankers to canvass the market for transactions that would be in the interests of the target company and its shareholders.

 上市公司收购的披露问题

证券法要求加拿大上市公司在发生重大变化时须立即发布公告并提交重大变化报告。目标公司可能被收购的消息很可能对其股价产生足以构成重要变化的影响,所以应认真考虑适应的时间就此对外公布。过早或过晚发布公告都可能造成的损失。上市公司想尽量避免因过早宣布交易而造成股价猛涨,然后当交易失败时股价又猛跌。这样做不仅对公司在资本市场的声誉造成损害,也对雇员,顾客和供应商产生巨大冲击。

最好的办法是,秘密进行初始接触和洽谈,而且目标公司和收购方均不发布公告或做相关披露。

如果媒体泄露了即将出现的交易或载有相关谣言,目标公司就不得不就此提前对公众做出陈述,常见的陈述旨在表明“正在进行初期洽谈,但无法保证会达成交易”。

更为常见的状况是即使不存在引起异常市场交易活动的信息泄露,目标公司也会宣布它已签订了支持协议并且其董事会将建议股东接受交易提案,或宣布(如果是早期发布的公告)该上市公司决定出售,并已聘请投资银行家在市场上为之寻求符合公司和股东利益的交易。

 

 

Authors

Subscribe

Stay Connected

Get the latest posts from this blog

Please enter a valid email address