BULGARIA Law and Practice Contributed by: Nikolay Zisov, Svetlina Kortenska, Deyan Terziev and Teodora Peycheva, BOYANOV & Co
the offer. The mandatory tender offer price can- not be lower than the average weighing market value for the last six months, or absent such value – of the highest value per share paid by the offeror or parties related to it during the last six months before registration of the offer with the FSC. The offeror is obliged to substantiate the mandatory tender offer price. With respect to the substantiation of the price, the provisions of a special FSC Ordinance shall apply. 6.5 Common Conditions for a Takeover Offer/Tender Offer Tender offers are subject to registration with the FSC and may be published in case the FSC does not issue a temporary prohibition within 20 busi- ness days of submission. On the day of the reg- istration of the offer with the FSC the offeror shall submit the offer to the management body of the company, to its employee representatives, with an express note that the FSC has not considered the mandatory offer yet. The management body shall on its behalf notify the employees of their representatives of the substantial conditions of the offer. The substantial conditions shall be (i) the information about the offeror; (ii) the price per share offered or the exchange ratio for the shares; (iii) the number of voting right shares owned by the offeror and those it is obliged to or wants to acquire; (iv) information on the future intents and strategic plans of the offeror with respect to the public company, along with a summary of the substantiation/reasoning of the price. Based on the foregoing, the manage- ment body shall file with the FSC within seven days of the receipt of the offeror’s notification an opinion on the proposed. The opinion shall also include information on the existence of con- tractual arrangements on the exercise of voting rights, to the extent know to the management as well as information on the number of shares owned by the members of the management as
well as on their intent to accept the offer or not. The employees’ opinion is attached to the one prepared by the management body. From the receipt of the offer until publication of the result of the offer, the management body cannot undertake actions aimed at preventing the offer, impeding or increasing the cost of the offeror, such as the issue of shares or entry into transactions which might result in material change in the estate of the company unless such actions are approved by the general meeting of the shareholders, except in case of a com- petitive tender offer. The general meeting of the shareholders shall also approve any decision of the management body for the actions above adopted prior to the receipt of the tender offer outside the ordinary course of business. A competitive tender offer may also be regis- tered. 6.6 Deal Documentation While it is possible for an offeror to enter into a transaction agreement in connection with the takeover offer or business combination, it is not customary. In any event, strict adherence to EU Market Abuse Regulation (MAR) requirements is essential, especially regarding insider informa- tion and disclosure restrictions for management members. In purely domestic transactions governed by Bulgarian law, very detailed representations and warranties are not typical for public companies. Such clauses are more common in international transactions or those governed by legal systems where detailed representations and warranties are standard contractual provisions.
51
CHAMBERS.COM
Powered by FlippingBook