FRANCE Law and Practice Contributed by: Karl Hepp de Sevelinges, Nicolas Martin, Cyril Deniaud and Benjamin Cohu, Jeantet
In voluntary offers, publication occurs at the bid - der’s discretion, while mandatory offers quickly follow the triggering event. Key offer character - istics are often disclosed ahead of AMF filing to maintain market transparency. 7.2 Type of Disclosure Required In a tender offer, both the bidder and the target company must prepare specific documents for review by the AMF. The bidder submits a draft offer document ( projet de note d’information ), while the target provides a draft offer document in response ( projet de note en réponse ). These drafts are reviewed and potentially amended before the AMF approves them alongside the offer’s terms. Then, final versions of the offer document and of the offer document in response are sent to the AMF before their actual disclo - sure by the AMF, the bidder and the target. The offer document provides shareholders with essential information to decide whether to ten - der their shares. It includes details about the bidder and its partners, the offer’s terms, strate - gic intentions for the next year, potential syner - gies, and financial aspects, such as transaction costs and financing. It also outlines any plans for mergers, squeeze-outs or delistings. The target’s response document presents the board’s opinion on the offer’s impact, a fairness opinion from an independent expert, the board members’ intentions regarding their shares, and feedback from the works council, as the case may be. In case of a takeover with exchange of shares in all or part, a prospectus or an “exemption docu- ment” is required. This document informs inves - tors about the bidder’s and target’s prospects, the rights associated with the securities, and the transaction’s impact, as per Commission Del -
egated Regulation No 2021/528. A prospectus or exemption document is also necessary for mergers ( fusion-absorption ) or contributions in kind ( apports en nature ) that result in new share listings. 7.3 Producing Financial Statements Pro forma financial statements must be included in a prospectus or exemption document if the transaction alters any key business size indi - cators of the issuer by over 25%. Companies listed on a regulated market are required to pre - pare their consolidated financial statements in accordance with International Financial Report - ing Standards (IFRS), as mandated by EU regu - lations. For non-listed companies, French GAAP ( Plan Comptable Général ) applies, although IFRS may be used voluntarily in some cases, particularly in cross-border transactions or when preparing pro forma financial information for a prospectus. 7.4 Transaction Documents For listed companies, the AMF requires a draft offer document with key transaction details, but only significant information from contractual documents is publicly disclosed. The contractual documentation will be made fully available to the AMF and, as the case may be, to the independent expert who will refer to it in its fairness opinion. Private M&A deals generally do not require pub - lic disclosure unless regulatory needs arise.
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