BULGARIA Law and Practice Contributed by: Yordan Naydenov, Mihail Vishanin and Hristian Gueorguiev, Boyanov & Co.
7. Disclosure 7.1 Making a Bid Public
pany subject to acquisition, the issue price, the term for acceptance of the offer, evidence in support of the fact the offeror has the necessary funds to pay the price/owns the securities offered in exchange, par - ticulars of the rights attaching to the shares offered as a consideration, deal closing details in case of offer acceptance, etc. Details must be provided about the key information necessary, so that the shareholders to whom the tender offer is addressed can understand the substance of the bidder’s business and the fea - tures of the securities proposed for exchange, and also any risks associated with the bidder and the securities, in cases where an exchange of securities is also proposed. The mandatory tender offer must include a justification of the proposed price or of the proposed rate of exchange. The justification should name the fair price per share in the company, cal - culated on the basis of generally accepted valuation methods. The contents of the justification and the requirements for the valuation methods are regulated in a special ordinance. In the general case, the tender offer documentation must contain also information about the six months volume-weighted average price and the highest price paid for shares in the company by the offeror. 7.3 Producing Financial Statements If the bidder offers shares issued by it in exchange for the shares subject to the offer, the bidder must provide financial and other information which is normally con - tained in its financial statements. Although this is not explicitly stated in the law, the most reliable financial information about the bidder will be contained in the financial statements prepared in the form required by the law. 7.4 Transaction Documents The transaction documents that are to be disclosed in public M&A deals are listed in the law. In private M&A transactions, some of the documents may need to be disclosed to the commercial registry pertaining to the relevant registration which the law requires, such as the notarised transfer deeds for shares in limited liability companies and the endorsement of the share certificates if the target is a single-shareholder joint- stock company.
Takeover bids, whether mandatory or voluntary for the other shareholders in public companies, must be registered with the Financial Supervision Commission. The tender offer is effected through an investment firm, using the opportunities for remote acceptance of the tender offer through the central securities depository. Once a tender offer is registered with the Commission, it may be published, unless the Commission issues a temporary prohibition within 20 business days. Any failure of the Commission to deliver a decision within the said term of 20 business days is presumed to be tacit approval of the tender offer concerned. On the day of the registration, the bidder is obligated to sub - mit the offer that has been made to the management body of the public company subject to the tender offer to the representatives of its employees or, where there are no such representatives, to the employees them - selves, as well as to the regulated market on which the shares in the relevant public company are traded. Any such notices must expressly state that the Com - mission has not yet issued a decision on the tender offer. If the Commission does not issue a final pro - hibition against the publication of an offer within the statutory deadlines, the bidder may publish the said offer. Within three business days of the expiry of the time limits, the bidder must publish a notification of the tender offer and the material conditions thereof in a national daily newspaper or on the website of a news agency or other media which can ensure the effective dissemination of the regulated information to the public in all Member States, and shall submit the final version of the tender offer to the public company and to the regulated market on which the shares are admitted to trading. The public company, the invest - ment intermediary, and the regulated market on which the public company’s shares are traded must disclose the tender offer on their websites within the time limit for acceptance of the said offer, and the public com - pany must also make a disclosure of the position of
its management body on the offer. 7.2 Type of Disclosure Required
The offer document must contain the offered price for the shares and/or the ratio of exchange of the shares offered in exchange for the shares of the public com -
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