FINLAND Law and Practice Contributed by: Christoffer Waselius, Jaakko Huhtala and Niko Markkanen, Waselius
7.3 Mandatory Offer Thresholds The Securities Markets Act provides for mandatory offer thresholds. A mandatory offer for all shares of the target company must be made if a shareholder acquires a stake that exceeds 30% or 50% of the votes in the target company. The mandatory offer must be launched no later than one month after the date on which the mandatory offer threshold was reached, unless an exemption from the mandatory offer obligation exists. There is no obligation to launch a mandatory offer if the relevant threshold has been reached by means of a voluntary offer for all shares of the target company. When determining the size of the holding for the pur - poses of the mandatory offer obligation, the voting rights held by the shareholder are aggregated together with voting rights held by related parties of the share - holder and parties deemed to be acting in concert with the shareholder (eg, on the basis of an agreement or otherwise). 7.4 Consideration Cash consideration is usually preferred by Finnish shareholders and is the most common form of con - sideration in takeovers. Shares in the buyer, or a com - bination of shares and cash, are occasionally used as consideration, but may give rise to additional regula - tory requirements, such as the preparation of an infor - mation document or prospectus. A general principle under the Securities Markets Act is that all shareholders of the target must be treated equally, meaning that the same consideration must be offered to all shareholders. With respect to pricing of a voluntary offer, it is gen - erally at the offeror’s discretion. However, where the offer is made for all shares and securities entitling to shares, the offer price shall be the highest price paid by the offeror (or a related party or person acting in concert with the bidder) during the six months preced - ing the announcement of the offer. Where the offeror has not made such purchases, no minimum pricing rule is applied. In mandatory offers, the consideration offered must be at the least the highest price paid by the bidder
(or a related party or person acting in concert with the bidder) for the securities during the six months preceding the commencement of the obligation to bid by the bidder. The bidder may be subject to a top-up and compen - sation obligation in certain instances. 7.5 Conditions in Takeovers A voluntary takeover offer may include offer condi - tions. With the exception of mandatory takeover bids, there is no specific legal regulation of the content of the conditions set on the completion of prospective bids, nor on the kind of conditions that are allowed on completion of voluntary public takeover bids. A mandatory takeover bid may be conditional only to the extent that necessary regulatory approvals are obtained. According to the FFSA, the conditions should be suf - ficiently unambiguous for the holders of the target securities to be able to assess the probability of the fulfilment of the conditions, so that the fulfilment of the conditions is not left to the offeror’s discretion. The conditions must also be fair in that shareholders are treated equally, and the rights and obligations of the offeror are balanced with the rights and obligations of the holders of the target securities. The offeror may not invoke a condition set out for the implementa - tion of the bid unless non-fulfilment of the condition is essential for the contemplated acquisition. Frequently Used Conditions Frequently used conditions in voluntary public takeo - ver bids include the condition that the offeror obtains the required authority approvals for the acquisition of the target company, and that the terms and conditions of such approvals are commercially acceptable to the offeror. The completion of the takeover may further be made conditional on the offeror acquiring a certain level of ownership – usually more than 90%, which is the so-called squeeze-out threshold. In certain circumstances, the conditions of the takeover may require a resolution by a general meeting of the target company. The offer may, for example, be conditional on achieving an amendment of the articles of associa - tion of the target company before completing the bid.
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