FRANCE Law and Practice Contributed by: Bertrand Barrier, Anne Toupenay-Schueller and Cyril Deniaud, Jeantet
10.2 Prospectus Requirements In the case of a takeover with exchange of shares in whole or part, a prospectus or an “exemption docu- ment” is required. This document informs investors about the bidder’s and target’s prospects, the rights associated with the securities, and the transaction’s impact, as per Commission Delegated Regulation No 2021/528. A prospectus or exemption document is also necessary for mergers or contributions in kind that result in new share listings. In the case of a takeover with exchange of shares in whole or part, the buyer’s shares to be remitted in the exchange to the target company’s shareholders also need to be shares listed on a regulated market, or shares to be listed on a regulated market (eg, as a result of the buyer being merged into a company with shares listed on a regulated market). A cash alternative must also be proposed if the shares offered in the framework of a takeover with exchange of shares in whole or part are not liquid shares listed on an EU regulated market, or if the buyer, alone or in concert, has purchased more than 5% of the tar- get’s shares or voting rights in cash within the last 12 months. In addition, in the event of a squeeze-out following a takeover with exchange of shares, French regulation requires the bidder to offer a cash alterna- tive to the minority shareholders. 10.3 Producing Financial Statements In the case of a takeover bid, aside from the draft offer document of the bidder and the draft response offer document of the target company, the bidder and the target company have to prepare and file their respec- tive technical documents (containing certain legal, financial and accounting information on the bidder and on the target) with the AMF before the offer period can be officially opened (namely, the “other informa- tion” documents). The “other information” document prepared by the bidder and filed with the AMF will include at least a summary presentation of its last statutory financial statements and, where applicable, its last consoli- dated financial statements or, if such information has already been made public, a cross-reference to these financial statements together with an update on the
governing the collection, processing and disclosure of personal data throughout transactional processes. Parties must ensure that personal data accessed during due diligence – including employee records, customer information, and user data – is subject to the principles of data minimisation, anonymisation or pseudonymisation wherever practicable. Cross-bor- der transfers of personal data outside the EU neces- sitate appropriate safeguards. Special categories of personal data, including health, biometric and financial information, require enhanced protection measures. Unauthorised disclosure of such data may constitute breaches of both confidentiality obligations and data protection legislation, potentially exposing parties to regulatory enforcement action and civil liability. To ensure compliance, sellers typically establish vir- tual data rooms containing redacted or aggregated information that limits the exposure of identifiable personal data. In certain circumstances, particularly where sensitive datasets are material to the transac- tion, full data access may be deferred until post-com- pletion, subject to appropriate contractual protections and employee consultation requirements. In France, takeover bids are regulated by the AMF to ensure transparency. A bid is publicly announced when the bidder decides to proceed, if market rumours arise, or when certain ownership thresholds trigger a mandatory offer. The bidder must file a draft offer document with the AMF, which includes details on the offer’s terms, inten- tions and financing. This document is reviewed by the AMF and published on the bidder’s website, along with a press release summarising the main terms. In voluntary offers, publication occurs at the bidder’s discretion, while mandatory offers quickly follow the triggering event. Key offer characteristics are often disclosed ahead of AMF filing to maintain market transparency. 10. Disclosure 10.1 Making a Bid Public
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