IRELAND Law and Practice Contributed by: Leonora Malone, John Olden, John Darmody and Doreen Mescal, Addleshaw Goddard
7. Disclosure 7.1 Making a Bid Public
6.10 Squeeze-Out Mechanisms There are squeeze-out mechanisms available to bidders that wish to acquire 100% control of the target entity in instances where the minor - ity shareholders have not tendered following a successful tender offer. A bidder may, subject to strict statutory requirements, compulsorily acquire the shares held by dissenting share - holders of a target where the bidder’s offer to purchase all the shares in the target has been accepted by members holding: • at least 90% of the issued share capital of a target company which is subject to the Euro - pean Communities (Takeover Bids) (Directive 2004/25/EC) Regulations 2006; and • 80% in value of the shares in a company which is listed on a non-regulated market such as AIM on the London Stock Exchange or Euronext Growth on Euronext Dublin. In the above instances, a minority shareholder has the ability under the 2014 Act to petition the High Court for relief within 21 days where they consider the affairs of the company are being conducted in a manner which is oppressive to them/any member or in disregard of their inter - ests as members. 6.11 Irrevocable Commitments It is common for bidders to obtain irrevocable commitments from principal shareholders of the target company to tender or vote in favour of the offer. These commitments are typically negoti - ated in the early stages, often before the formal announcement of the bid. Shareholders pro - vide these undertakings on a confidential basis, which generally preclude them from trading in the target’s securities. Negotiations over these commitments may include provisions allowing shareholders to exit if a higher bid emerges.
The Takeover Rules require strict confidential - ity concerning a potential bid before it is made public in Ireland. Prior to the announcement, the existence of the discussions must only be dis - closed on a need-to-know basis and usually with a confidentiality agreement in place. Rules may differ slightly where the bid is hostile. The obligation to make an announcement regarding the bid usually rests with the target company’s directors. The information to be con - tained in the announcement is specified by the Takeover Rules. 7.2 Type of Disclosure Required In the event that the bidder aims to issue shares as consideration to the shareholders in the course of a business combination, enhanced disclosure obligations will apply pursuant to the Takeover Rules. In this instance, the bidder is required to publish either a prospectus or other document, which must be: • approved by the Central Bank of Ireland; or • approved by the designated competent authority of another EEA Member State and passported into Ireland. The prospectus must contain adequate informa - tion which confirms the assets and liabilities of the bidder as well as its financial position. 7.3 Producing Financial Statements Where non-cash consideration is offered, the bidder must include financial documentation in the prospectus detailing its financial status. These statements must be prepared in the appli - cable form, whether GAAP or IFRS, depending on the bidder’s accounting standards.
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