MOLDOVA Law and Practice Contributed by: Oleg Efrim, Ina Jimbei and Mihail Pitușcan, Efrim Rosca & Associates
7. Disclosure 7.1 Making a Bid Public
6.10 Squeeze-Out Mechanisms In joint-stock companies, a statutory squeeze-out mechanism is available after a successful takeover. When the bidder reaches the 90% threshold of voting rights, it may initiate a compulsory buyout procedure that requires the remaining minority shareholders to transfer their shares at a fair price, typically aligned with the takeover consideration. A corresponding sellout right is granted to minority shareholders. This mechanism is the primary statutory tool for achieving full ownership after a public offer. Moldovan law does not provide a separate “short- form merger” regime comparable to certain common law jurisdictions. Corporate reorganisations, includ - ing mergers by absorption, are possible but remain subject to general procedural requirements, including shareholder approval and creditor protection rules. 6.11 Irrevocable Commitments In Moldova, transactions are most frequently negotiat - ed directly with controlling or significant shareholders. As a result, formal irrevocable undertakings are less prevalent than in jurisdictions characterised by dis - persed ownership and competitive bidding processes. Where used, such commitments are typically agreed at an advanced stage of negotiations, once the prin - cipal commercial terms have been settled and before the formal launch of a public offer. Their primary func - tion is to provide deal certainty and to demonstrate committed support from key shareholders. The structure of these undertakings varies depend - ing on the transaction dynamics. In the absence of frequent competing bid scenarios, they are often drafted as firm commitments rather than as arrange - ments containing broad “superior offer” outs. That said, limited termination rights may be included where the committing shareholder is subject to fiduciary or governance constraints. In private transactions, support from principal share - holders is more commonly reflected directly in the definitive transaction documentation, rather than through standalone irrevocable commitments.
A takeover bid may be launched only after the compe - tent capital markets authority has approved the offer document. Regulatory approval is a precondition for the offer’s validity. Once approved, the bidder must promptly dissemi - nate the offer documentation to the public through the legally prescribed channels, ensuring broad, non- discriminatory access to information. Publication is made via the regulated market infrastructure and other statutory means designed to ensure full transparency. The offer is considered public from the moment of such disclosure, and the offer period commences accordingly. From that point onward, the bid is sub - ject to the statutory principles of equal treatment and market transparency. 7.2 Type of Disclosure Required Where a business combination involves issuing shares to the public or admitting them to trading on a regu - lated market or multilateral trading facility, a prospec - tus must be prepared and approved in advance by the competent capital markets authority. The offer or issuance may not proceed without such approval. Once approved, the prospectus must be made public - ly available no later than the opening date of the offer, through the legally prescribed publication channels, ensuring equal access to information for all investors. The document must include detailed information on the issuer, the securities being issued, financial state - ments, risk factors and the transaction structure. In the context of a takeover bid, the bidder must also notify the authority, the target and the market opera - tor of its intention to launch the offer before submit - ting the prospectus for approval. The detailed offer document must be filed within the statutory deadline following such notification. After the offer period expires, the bidder must pub - lish the results of the offer within the legally pre - scribed timeframe, disclosing the level of participation obtained and the resulting ownership structure.
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