What’s New For Tender Offer?

The Capital Markets Board (“CMB”) Communiqué on Principles Regarding Proxy Voting at the General Assembly of Shareholders Meetings of Publicly Held Joint Stock Corporations, Proxy Solicitation, and Tender Offers (“Communiqué”) is the main piece of legislation regulating the obligation to launch a tender offer when one party or parties acting together, directly or indirectly, acquires 25% or more of the share capital and voting rights or control of a publicly held joint stock corporation.

Since its issuance in 1994, the Communiqué served many investors to structure their acquisitions in the capital markets or to launch tender offers in order to collect the shares of minority shareholders in their target companies. With the entry of relatively more sophisticated local and international investors to the market in the last five years, the Communiqué started to become somewhat insufficient for the needs of sophisticated investors. Taking into account the issues encountered, the