CZECH REPUBLIC Law and Practice Contributed by: Petr Janů, Vladislav Klimeš and Leoš Vavřík, BADOKH
7.2 Type of Disclosure Required In the case of a takeover bid, the offer document shall contain at least: • identification of the bidder; • the shareholdings of the bidder in the share capital of the target company; • the essential elements of the agreement of sale or exchange – ie, in particular: (a) the designation of the participating shares that are the subject of the takeover bid, and (b) particulars of the consideration offered for the participating shares and, where applicable, a sufficiently precise method for determining the consideration; • the average price and, in the case of a man - datory takeover bid, the premium price of the participating shares and justification for the amount of the consideration offered; • the maximum amount of participating shares to which the takeover bid is limited or the minimum amount of participating shares whose acquisition is conditional; • the period during which the takeover bid is binding; • the manner of announcing the acceptance of the takeover bid; • the procedure for the transfer of securities and the conditions and method of payment of the price or other consideration, as the case may be; • rules for the revocation of acceptance of the takeover bid or, where applicable, for withdrawal from the contract created by the acceptance of the takeover bid; • the intentions of the offeror concerning the future activities of the target company, its employees and members of its bodies, including planned changes in employment conditions or relocation of the target compa - ny’s premises, and information on the offer -
or’s intentions concerning its future activities to the extent that they will be affected by the takeover bid; • information on the sources and method of financing or otherwise securing the consid - eration; • the applicable law governing the internal affairs of the target company, the applicable law governing contracts concluded pursu - ant to the takeover bid and the courts having jurisdiction to settle disputes arising out of the takeover bid; and • details of the supervisory authority that is competent to oversee the takeover bid, including details of the approval of publica - tion of the takeover bid. In the case of a mandatory takeover bid, the offer document shall also contain the reasons for which it is being made and a description of the methods used to determine the form and amount of the consideration, details of the type and amount of consideration given or agreed for each acquisition of shares of the target com - pany by the offeror or a person co-operating with it, and the number of shares acquired in each transaction if such transaction was negotiated in the last 12 months prior to the commencement of the offer (or else a statement that no such transaction was negotiated). 7.3 Producing Financial Statements Although financial statements are not expressly required to be disclosed along with the offer document, it is recommended that financial statements prepared in accordance with the Czech accounting principles, in particular an annual report with financial statements, be dis - closed in order to comply with the obligation to disclose the source and method of financing or other security (see below).
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