CZECH REPUBLIC Law and Practice Contributed by: Petr Janů, Vladislav Klimeš and Leoš Vavřík, BADOKH
6.11 Irrevocable Commitments Irrevocable commitments to tender or vote by prin - cipal shareholders of the target company are rare. From the negotiation standpoint and depending on the shareholder structure, the bidder would usually approach the main shareholder first, to try and pri - vately negotiate some kind of commitment to sell its shares before launching a public offer.
7.2 Type of Disclosure Required In the case of a takeover bid, the offer document shall contain at least: • identification of the bidder; • the shareholdings of the bidder in the share capital of the target company; • the essential elements of the agreement of sale or exchange – ie, in particular: (a) the designation of the participating shares that are the subject of the takeover bid; and (b) particulars of the consideration offered for the participating shares and, where applicable, a sufficiently precise method for determining the consideration; • the average price and, in the case of a mandatory takeover bid, the premium price of the participat - ing shares and justification for the amount of the consideration offered; • the maximum amount of participating shares to which the takeover bid is limited or the minimum amount of participating shares whose acquisition is conditional; • the period during which the takeover bid is binding; • the manner of announcing the acceptance of the takeover bid; • the procedure for the transfer of securities and the conditions and method of payment of the price or other consideration, as the case may be; • rules for the revocation of acceptance of the takeover bid or, where applicable, for withdrawal from the contract created by the acceptance of the takeover bid; • the intentions of the offeror concerning the future activities of the target company, its employees and members of its bodies, including planned changes in employment conditions or relocation of the target company’s premises, and information on the offeror’s intentions concerning its future activi - ties to the extent that they will be affected by the takeover bid; • information on the sources and method of financ - ing or otherwise securing the consideration; • the applicable law governing the internal affairs of the target company, the applicable law governing contracts concluded pursuant to the takeover bid and the courts having jurisdiction to settle disputes arising out of the takeover bid; and
7. Disclosure 7.1 Making a Bid Public
The takeover bid itself (not the announcement – see 5.1 Requirement to Disclose a Deal ) can be made public only by publication of an offer document. A draft of the offer document has to be announced to the Czech National Bank within 15 days from the announcement of the offeror’s intention to make a takeover bid. The offeror may publish the announced offer document unless the Czech National Bank pro - hibits the publication. Note that different rules apply in the case of a mandatory takeover bid. The offer document (for details, see 7.2 Type of Dis- closure Required ) shall be published in at least one nationally distributed daily newspaper and at the same time in a manner allowing remote access; pub - lication in a manner allowing remote access shall not be required if the offer document is made available to the public in written form free of charge at the regis - tered office of the target company and at the regis - tered office of the offeror. Where the offer document is published in a manner allowing remote access and where the offeror or the target company has a website, it shall be published on that website. The articles of association of the target company may specify additional means of publication of the offer document. Where the target company’s shares are admitted to trading on a foreign regulated market, the offer document shall also be published in the state of such foreign regulated market. At least ten working days before the publication of the offer document, the offer document shall be delivered by the offeror to the board of management and the supervisory board of the target company.
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