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Tender Offer Memorandum

Tender Offer Memorandum Template for Belgium

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Key Requirements PROMPT example:

Tender Offer Memorandum

"I need a Belgian law Tender Offer Memorandum for a cash-only public takeover bid in the technology sector, where our company is offering to acquire all shares of a Brussels-listed software company, with the offer planned to commence in March 2025."

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Document background
The Tender Offer Memorandum is a crucial document in public takeover transactions under Belgian law, used when a company or investor seeks to acquire shares of a public company through a formal tender offer. It serves as the primary disclosure document required by the Belgian Financial Services and Markets Authority (FSMA) and must comply with the Belgian Law on Public Takeover Bids and relevant EU directives. The document provides comprehensive information about the offer terms, bidder's intentions, financial capacity, regulatory approvals, and other material information that shareholders need to evaluate the offer. It includes detailed sections on offer mechanics, tax implications, and legal requirements, while also addressing employee considerations and corporate governance aspects. The memorandum must be approved by the FSMA before publication and forms the basis for shareholders' investment decisions.
Suggested Sections

1. Important Information: Legal disclaimers, jurisdictional restrictions, and forward-looking statements warnings

2. Summary: Key terms and timeline of the tender offer

3. Risk Factors: Discussion of material risks associated with accepting or rejecting the offer

4. Terms and Conditions of the Offer: Detailed description of offer terms, including price, conditions precedent, and acceptance procedures

5. Background to and Reasons for the Offer: Strategic rationale and events leading to the offer

6. Information about the Bidder: Corporate information, business description, and financial information about the offering entity

7. Information about the Target Company: Overview, financial information, and business description of the target company

8. Tax Considerations: Belgian tax implications for shareholders accepting the offer

9. Offer Acceptance Procedures: Detailed instructions for tendering shares

10. Required Regulatory Approvals: Status of regulatory clearances and approvals needed

11. Sources and Uses of Funds: Information about financing of the offer

12. Future Plans for the Target Company: Post-acquisition intentions for the business and employees

13. Recommendation of the Board: Target board's position on the offer and fairness opinion summary

Optional Sections

1. Competing Offers Analysis: Include when there are existing competing bids for the target company

2. Securities Market Information: Include for listed companies, showing historical trading prices and volumes

3. Pro Forma Financial Information: Include when the consideration includes shares or when required for material transactions

4. Squeeze-out Procedures: Include when the bidder intends to implement a squeeze-out after the offer

5. Delisting Information: Include when the bidder intends to delist the target company

6. Employee Matters: Include when there are significant employment implications or works council opinions

7. Foreign Market Regulations: Include when the offer extends to shareholders in multiple jurisdictions

Suggested Schedules

1. Acceptance Forms: Forms for shareholders to accept the offer

2. Financial Statements: Recent financial statements of both bidder and target

3. Fairness Opinion: Independent expert's opinion on the offer price fairness

4. Material Contracts: Summaries of significant agreements affected by the offer

5. Target Board Report: Detailed response of the target company's board

6. Regulatory Approvals: Copies of obtained regulatory clearances

7. Bidder's Articles of Association: Constitutional documents of the bidder

8. Independent Expert Reports: Any third-party valuations or technical reports

9. Timeline: Detailed schedule of key dates and deadlines

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acceptance Form
Acceptance Period
Acceptance Threshold
Affiliated Companies
Alternative Offer
Announcement Date
Belgian Companies Code
Belgian Takeover Law
Bidder
Board of Directors
Business Day
Cash Consideration
Closing Date
Competing Offer
Competition Authorities
Conditions Precedent
Control
Counteroffer
Dealing Day
Delisting
Directors
Effective Date
Euronext Brussels
Extended Offer Period
Fairness Opinion
Final Closing Date
FSMA
Group
Independent Expert
Initial Acceptance Period
Initial Offer Period
Irrevocable Undertakings
Long-Stop Date
Material Adverse Change
Maximum Consideration
Minimum Acceptance Condition
Offer
Offer Document
Offer Period
Offer Price
Offeror
Paying Agent
Payment Date
Prospectus
Receiving Agent
Regulatory Approvals
Royal Decree
Securities
Shareholders
Shares
Squeeze-out Period
Squeeze-out Right
Subscription Rights
Target Company
Target Group
Target Shares
Tender Offer
Transaction
Unconditional Date
Voting Rights
Works Council
Clauses
Offer Terms
Consideration
Conditions Precedent
Acceptance Procedures
Settlement
Representations and Warranties
Regulatory Compliance
Competition Clearance
Material Adverse Change
Disclosure Requirements
Due Diligence
Board Recommendation
Fairness Opinion
Squeeze-out Rights
Delisting Provisions
Employee Rights
Works Council Consultation
Competing Offers
Break Fees
Governing Law
Jurisdiction
Tax Considerations
Financing Arrangements
Share Transfer
Voting Rights
Shareholder Rights
Market Disclosure
Information Rights
Corporate Governance
Post-Completion Obligations
Termination Rights
Force Majeure
Notices
Amendments
Time Periods
Confidentiality
Public Announcements
Costs and Expenses
Binding Effect
Severability
Relevant Industries

Financial Services

Banking

Insurance

Real Estate

Technology

Manufacturing

Energy

Healthcare

Telecommunications

Consumer Goods

Retail

Infrastructure

Mining and Resources

Professional Services

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Investor Relations

Compliance

Risk Management

Corporate Secretariat

Treasury

Tax

Communications

Human Resources

Board of Directors

Executive Committee

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Head of Investor Relations

M&A Director

Corporate Development Manager

Investment Banking Director

Legal Director

Financial Controller

Compliance Officer

Risk Manager

Board Member

Transaction Manager

Corporate Finance Manager

Industries
Belgian Law of 1 April 2007 on Public Takeover Bids: The main legislative framework governing public takeover bids in Belgium, implementing the EU Takeover Directive (2004/25/EC). Sets out the fundamental rules and principles for tender offers.
Royal Decree of 27 April 2007 on Public Takeover Bids: Detailed implementing regulations for the Law on Public Takeover Bids, specifying procedural requirements, content of offer documents, and timing requirements.
Belgian Companies and Associations Code: Contains general corporate law provisions relevant to tender offers, including rules on company structure, shareholder rights, and corporate governance.
Belgian Financial Services and Markets Authority (FSMA) Regulations: Regulatory requirements for financial market operations, including specific rules on disclosure, transparency, and market conduct during tender offers.
Market Abuse Regulation (EU) No 596/2014: EU regulation directly applicable in Belgium, governing insider dealing, market manipulation, and disclosure requirements during tender offers.
Belgian Competition Act: Relevant for tender offers that may result in significant market concentration, requiring potential merger control notifications.
Royal Decree of 14 November 2007 on Issuer Obligations: Specifies disclosure obligations for listed companies, including requirements for financial information and material events in tender offer documents.
Belgian Law of 2 August 2002 on Financial Markets Supervision: Framework law governing financial market supervision and enforcement, including provisions relevant to tender offers and market conduct.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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