BULGARIA Law and Practice Contributed by: Yordan Naydenov, Mihail Vishanin and Hristian Gueorguiev, Boyanov & Co.
6. Structuring 6.1 Length of Process for Acquisition/ Sale In public M&A transactions, the timeframe of the process is generally regulated by law. As noted in 5.4 Standstills or Exclusivity , the tender offer must specify the term for its acceptance, which must not be shorter than 28 days or longer than 70 days after the date of publication of the ten - der offer. In private M&A transactions, the timeframe depends on several factors, such as the type of the transaction (share deal vs. going con - cern deal vs. asset deal), the legal form of the target (limited liability company vs. joint-stock company), the size and complexity of the busi - ness of the target, and the necessity of merger control or other regulatory clearance. In terms of allowing the possibility to carve out certain assets or liabilities from the scope of the deal, going concern/asset deals may have an advan - tage over share deals. However, the finalisation of going concern/asset deals may be more time- consuming, in light of the requirement for prior notification to the revenue authorities and to affected employees and the necessity of transfer or renewal of certain regulatory permits. 6.2 Mandatory Offer Threshold In public M&A transactions, any person that acquires more than one-third of the votes in the General Meeting of a public company, provided no other person holds more than 50% of the votes in the General Meeting, must make a ten - der offer to the voting shareholders for purchase of their shares. The tender offer must be made through registration with the Financial Supervi - sion Commission within 14 days of the relevant acquisition, or within one month of the regis - tration of the reorganisation or decrease of the
5.4 Standstills or Exclusivity Exclusivity and standstills are common in nego - tiated private M&A transactions. Standstills are also common in private M&A transactions organised as auctions, but exclusivity is agreed at a later stage of the auction process, when one or a few of the bidders are shortlisted. The restrictions over the seller may cover the due diligence period through to the negotiation process until a definitive agreement is signed. Standstill arrangements are not common in pub - lic M&A transactions. In the context of tender offers, the principle of ensuring equal treatment of the shareholders, enjoying equal status in the company subject to the tender offer, and pro - tection of the other shareholders upon acquiring control of the company applies. The tender offer must specify the term for its acceptance, which must not be shorter than 28 days or longer than 70 days after the date of publication of the ten - der offer. If there is a competitive tender offer, then the term of the original tender offer is to be extended until expiry of the term for acceptance It is permissible for tender offer terms and condi - tions to be documented in a definitive agreement. In private M&A transactions, this is the common way of documenting the terms and conditions of the offer. In public M&A transactions, the ten - der offer contains the terms and conditions of the offer. A tender offer is accepted by means of an express statement and the depositing of the documents certifying the shares with an investment firm or with the central securities depository. The transaction is considered con - cluded at the time of expiration of the term for acceptance of the offer, and payment should be effected within seven days as of conclusion of the transaction. of the competitive tender offer. 5.5 Definitive Agreements
334 CHAMBERS.COM
Powered by FlippingBook