IRELAND Law and Practice Contributed by: Leonora Malone, John Olden, John Darmody and Doreen Mescal, Addleshaw Goddard
6.4 Common Conditions for a Takeover Offer Takeover offer conditions must be submitted to the Takeover Panel for approval in advance. Regulators restrict conditions that are largely based on the bidder’s subjective judgement. Common conditions include regulatory clear - ances, shareholder acceptances, and other cus - tomary deal-specific conditions, ensuring they are objective and measurable. 6.5 Minimum Acceptance Conditions The minimum acceptance condition for tender offers in Ireland is typically 90% for companies listed on regulated markets within the EEA, and 80% for companies listed on markets such as ESM, AIM, NASDAQ or NYSE. These thresholds are required to activate the squeeze-out mech - anism, enabling the bidder to acquire 100% control of the target. Additionally, any takeover offer must be conditional on the bidder acquiring more than 50% of the voting rights in the target, though the bidder may set a higher acceptance threshold. 6.6 Requirement to Obtain Financing In Ireland, a public takeover cannot be condi - tional on obtaining financing. The bidder must confirm, through its financial adviser, that suf - ficient resources are available to fully implement the offer. 6.7 Types of Deal Security Measures In Ireland, a bidder may seek certain deal secu - rity measures; however, some may be subject to the rules of the Takeover Panel. • Exclusivity: A bidder may seek exclusivity, often through an agreement, but this is sub - ject to the Takeover Rules. Bidders may also seek irrevocable commitments or letters of intent from the target’s directors and share -
holders, which must comply with disclosure requirements and insider trading rules. • Cost Coverage: A bidder can request a break fee from the target, but it requires Takeover Panel approval. The fee, typically capped at 1% of the offer value, must cover only spe - cific third-party costs and be disclosed in the offer document. Changes to the regulatory environment have not notably altered interim periods, though care must be taken with respect to the rules govern - ing deal security measures. 6.8 Additional Governance Rights If a bidder does not seek 100% ownership of a target, it can seek governance rights through its shareholdings. The bidder may aim to acquire sufficient voting rights to pass ordinary resolu - tions (over 50%) and special resolutions (75%) to make material changes, such as amending the target’s constitution or approving restructur - ings. A bidder can also pursue a squeeze-out, which requires acquiring at least 80% of the shares for private companies or 90% for publicly traded companies. This would enable the bidder to compulsorily acquire minority shareholders’ shares. Additionally, the bidder may seek the threshold for delisting the target from the market. 6.9 Voting by Proxy Under Irish law, shareholders can vote in per - son or by proxy. Recent amendments, particu - larly following COVID-19, allow virtual meetings, providing greater flexibility for participation. The 2014 Act ensures that those attending virtually count towards the quorum for general meetings.
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