ROMANIA Law and Practice Contributed by: Lucian Bondoc, Bogdan Bunrau and Diana Ispas, Bondoc si Asociatii
takeover bid is entitled to ask the bidder to buy its shares at a fair price. 6.11 Irrevocable Commitments Despite some recent precedents. practices such as obtaining irrevocable commitments to tender or to vote by the target company’s principal shareholders are less frequent in Romania.
compliance with the provisions of the Prospectus Regulation. Additionally, the offer document must include the exchange report by the independent val - uer, as well as the cash value of the securities offered in exchange. 7.3 Producing Financial Statements In the case of voluntary or mandatory takeovers, the offer document and preliminary announcement must contain economic and financial data pertaining to the bidder in line with the latest approved financial statements (eg, total assets, total equity, turnover and result of the financial exercise). If part of the offer is to be settled in securities, a pro - spectus (in line with the Prospectus Regulation and the Commission Delegated Regulation (EU) 2019/980) or an offer document, as the case may be, must be included. 7.4 Transaction Documents In public M&A, the terms and conditions of the trans - actions are included in the offer documentation. This is made public and there are no requirements to dis - close other transaction documents. However, full dis - closure of some transaction documents to the com - petent authority may be required (eg, the underwriting agreement) and the competent authority does have the power to request the bidder to provide additional information and documents (including the to request additional information in the offer document to ensure investor protection). As the principal duty of directors is to manage the company, their attention is all the more required where the company is involved in an M&A process – eg, to assess the findings of due diligence procedures; to consider and decide on the transaction structure; and to ensure that all the necessary formalities are fol - lowed. The directors’ duties are mainly to the company and its shareholders. However, recent changes in cor - porate governance best practices, including those 8. Duties of Directors 8.1 Principal Directors’ Duties
7. Disclosure 7.1 Making a Bid Public
In the case of a voluntary takeover bid, the bidder must submit a preliminary announcement to the com - petent authority (the FSA). Following approval by the FSA, the announcement must be sent to: • the target company; and • the regulated market in which the securities are traded; it must be published in at least one central and one local newspaper within the issuer’s local area. According to the recent amendments to the Issuers’ Law starting 10 January 2030, companies must simul - taneously submit all information related to a public takeover bid – specified in the relevant legal provisions or established by the FSA – to the local collection body (ie, the FSA) so it can be made available through the European Single Access Point (ESAP); information relating to the price and any changes thereto during the course of the public takeover bid must also be made available to the local collection body. Following the publication of the preliminary announce - ment, the bidder must submit an offer document and related materials to the FSA within 30 days. The FSA will make a decision on whether to approve the offer Where the bidder issues shares as consideration for the offer, the offer document must be accompanied either by the offer prospectus relating to the relevant securities or by a document providing information about these securities. These documents are subject to the FSA’s approval/review including as regards document within ten working days. 7.2 Type of Disclosure Required
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