IRELAND Law and Practice Contributed by: Leonora Malone, John Olden, John Darmody and Doreen Mescal, Addleshaw Goddard
sions to take place regarding the target’s affairs. During the specified standstill period, they pre - vent the prospective bidder from acquiring shares in the target or making a takeover offer for the target without the consent of the target. As they mainly favour the target entity, standstill provisions are usually heavily negotiated in non- disclosure agreements. 5.5 Definitive Agreements Definitive agreements are commonly used to set out the terms and conditions of tender offers and schemes of arrangement. These agreements are subject to the Takeover Rules and the fiduciary duties of the target’s directors. Shareholders and officers of the target must accept the tender offer terms, and their actions are subject to disclosure requirements under the Takeover Rules. Care must be taken to avoid breaching insider trading prohibitions. 6. Structuring 6.1 Length of Process for Acquisition/ Sale There is a strict timeline for acquiring a public - ly traded company in Ireland, as set out in the Takeover Rules: • The bidder must send the offer document to the target’s shareholders within 28 days of announcing a firm intention to make an offer, triggering the timetable. • Day 21: Earliest date the offer can close. • Day 60: Offer lapses unless it becomes unconditional as to acceptances. • Day 81: Latest date by which all offer condi - tions must be satisfied. • Day 95: Latest date for posting consideration.
The Takeover Panel may consent to extensions, such as when merger clearance or regulatory approvals delay acceptance. For schemes of arrangement, while also gov - erned by the Takeover Rules, the above timeta - ble does not apply. The timeline will depend on the High Court’s caseload and discretion. For private M&A transactions, the timeline is typ - ically defined by the parties. It can range from three to six months for straightforward acquisi - tions, with more complex deals taking longer, particularly if regulatory reviews by the CCPC or In Ireland, under the Takeover Rules, an indi - vidual or entity (along with any affiliated parties acting in concert) that acquires 30% or more of the voting rights in a publicly traded target com - pany is required to make a mandatory cash offer to all shareholders. The offer price must be at least equal to the highest price paid for shares in the target by the acquirer within the 12 months prior to the bid. 6.3 Consideration Cash is the most common form of consideration in Irish M&A transactions. Under the Takeover Rules, if a bidder offers cash, its financial adviser must confirm that the necessary resources are available to fully implement the offer. Non-cash consideration, typically involving securities in the bidder, is also used in certain deals. This approach introduces additional com - plexities and requires more detailed disclosures, which are discussed below. European Commission are required. 6.2 Mandatory Offer Threshold
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