EGYPT Law and Practice Contributed by: Mohamed Hashish, Heba El Abd and Mariam Rabie, Soliman, Hashish & Partners
7. Disclosure 7.1 Making a Bid Public
the target company as a result of the spread of speculation over a potential purchase offer. (c) Disclosure by the shareholders of the target com - pany: Upon being notified by the bidder of its intention to submit the purchase offer, the share - holders of the target company owning more than one-third of the target company’s share capital shall immediately disclose to the FRA in the occurrence of any of the cases under (b) above, if there is an agreement between the shareholders and the bidder of which the target company was not notified. Disclosure to the ECA Any potential transaction must be disclosed/notified to the ECA in all cases for its pre-approval before implementation of any such transaction as highlighted above with respect to the ECA’s pre-approval of any transaction that constitutes an economic concen - tration as defined above and fulfils the notification thresholds pursuant to the Antitrust Law, as further highlighted above. 7.3 Producing Financial Statements In a public tender offer, the file submitted by the bid - der to the FRA and EGX for the potential offer does not explicitly require financial statements to be pro - duced. However, the file submitted must contain spe - cific documents and information, including, inter alia, a summary of the financial statements of the bidder for the last three years, or from the date of establish- ment, whichever is less, unless the purchase offer is a cash offer. In all cases, the FRA provides the form required to be submitted by the bidder, which speci - fies all required data therein. It is also worth noting that if a transaction is deemed an economic concentration notifiable to the ECA, the notification form to be submitted to the ECA requires, inter alia, financial statements of the parties that the economic concentration concerns and their related parties. 7.4 Transaction Documents In a public tender offer, the file submitted by the bid - der to the FRA and EGX for the potential offer does not explicitly require transaction documents in full. However, the file submitted must contain specific
Before a bid is made public, the bidder may approach the target company to engage in negotiations, or to notify the target company of its intention to announce a public tender offer, or the bidder and the target com - pany may sign a memorandum of understanding. Accordingly, the target company must immediately inform the FRA and EGX of the bidder’s intention to make the potential offer. Furthermore, the bidder is obligated to submit the necessary filing application with the FRA to launch the tender offer. Upon accepting the application from the bidder, the FRA must notify the EGX of the main terms contained in the application and the information memorandum. Upon such notification, the EGX shall post it on its screens. Accordingly, the bid is made public once In a public tender offer, the persons concerned with the potential tender offer are under obligation to dis - close the offer as follows: (a) Disclosures by the bidder: The bidder shall immediately disclose to the FRA and EGX the potential tender offer on the occurrence of any of the following: (i) the bidder announces its inten - tion to the target company, (ii) the fulfilment of the conditions of a mandatory tender offer, (iii) sub - mitting requests for approval from the competent authorities, and (iv) the spread of any rumours, speculation or unusual movement in the market indicating a potential offer. (b) Disclosures by the target company: The target posted on the screens of the EGX. 7.2 Type of Disclosure Required Disclosure to the FRA and EGX company shall disclose to the FRA and EGX the potential tender offer immediately upon (i) notification by the bidder of its intention to make the purchase offer, (ii) signing a memorandum of understanding, a letter of intent, an agreement to conduct an examination thereof, or any other binding or non-binding agreements or similar documents, or serious negotiations regarding a potential purchase offer, and (iii) a tangible impact on trading or the price of the shares of
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