BULGARIA Law and Practice Contributed by: Yordan Naydenov, Mihail Vishanin and Hristian Gueorguiev, Boyanov & Co.
bition against the publication of an offer within the statutory deadlines, the bidder may publish the said offer. Within three business days of the expiry of the time limits, the bidder must publish a notification of the tender offer and the material conditions thereof in a national daily newspaper or on the website of a news agency or other media which can ensure the effective dissemi - nation of the regulated information to the public in all Member States, and shall submit the final version of the tender offer to the public company and to the regulated market on which the shares are admitted to trading. The public company, the investment intermediary, and the regulated mar - ket on which the public company’s shares are traded must disclose the tender offer on their websites within the time limit for acceptance of the said offer, and the public company must also make a disclosure of the position of its manage - ment body on the offer. 7.2 Type of Disclosure Required The offer document must contain the offered price for the shares and/or the ratio of exchange of the shares offered in exchange for the shares of the public company subject to acquisition, the issue price, the term for acceptance of the offer, evidence in support of the fact the offeror has the necessary funds to pay the price/owns the securities offered in exchange, and particulars of the rights attaching to the shares offered as a consideration, deal closing details in case of offer acceptance, etc. Details must be provided about the key information necessary, so that the shareholders to whom the tender offer is addressed can understand the substance of the bidder’s business and the features of the securi - ties proposed for exchange, and also any risks associated with the bidder and the securities, in cases where an exchange of securities is also proposed. The tender offer must include a justi - fication of the proposed price or of the proposed
rate of exchange. The justification should name the fair price per share in the company, calcu - lated on the basis of generally accepted valua - tion methods. The contents of the justification and the requirements for the valuation methods are regulated in a special ordinance. 7.3 Producing Financial Statements If the bidder offers shares issued by it in exchange for the shares subject to the offer, the bidder must provide financial and other informa - tion which is normally contained in its financial statements. Although this is not explicitly stated in the law, the most reliable financial information about the bidder will be contained in the financial statements prepared in the form required by the law. 7.4 Transaction Documents The transaction documents that are to be dis - closed in public M&A deals are listed in the law. In private M&A transactions, some of the docu - ments may need to be disclosed to the commer - cial registry pertaining to the relevant registration which the law requires, such as the notarised transfer deeds for shares in limited liability com - panies and the endorsement of the share certifi - cates if the target is a single-shareholder joint- stock company.
8. Duties of Directors 8.1 Principal Directors’ Duties
Bulgarian directors have a fiduciary duty to both the company and its shareholders (although in some cases they may have conflicting interests). In the context of an M&A deal, the directors of the target would most often be required to pre - pare the disclosure of the information during the due diligence process (of particular importance when the seller is a private equity fund). Further -
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