Mergers and Demergers - Documents Equivalent to Prospectus

In the event of a public offer of securities, in order for the securities to be offered legally to investors, a prospectus must be prepared, approved by the competent authority and published. However, Article 4 of the EU Prospectus Directive (2003/71/EC) contains certain exemptions from the obligation to publish a prospectus. For several recent mergers in Austria¹questions have arisen as to whether they constituted public offers of shares in the transferee companies and, thus, whether prospectuses should have been published.

It is well established that in such instances an exemption from the obligation to publish a prospectus applies. Pursuant to Article 4(1)(c) and (d) of the directive, the obligation to publish a prospectus does not apply if securities are offered, allotted or to be allotted in connection with a merger, provided that a document is available containing information which is regarded by the competent authority as being equivalent to that contained in