"An acquirer made an open offer to acquire shares. He subsequently withdrew the offer." Can he do so? If yes, what are the circumstances under which he can do so? What is the procedure to be followed?
CS Professional · Corporate Restructuring, Insolvency, Liquidation & Winding-up · PYQS · June 2022
"An acquirer made an open offer to acquire shares. He subsequently withdrew the offer." Can he do so? If yes, what are the circumstances under which he can do so? What is the procedure to be followed?
Answer & Explanation:
An open offer for acquiring shares once made shall not be withdrawn except under any of the following circumstances: Statutory approvals required for the open offer or for affecting the acquisitions attracting the obligation to make an open offer under these regulations having been finally refused, subject to such requirements having been specifically disclosed in the detailed public statement and the letter of offer; The acquirer, being a natural person, has died; Any condition stipulated in the agreement for acquisition attracting the obligation to make the open offer is not met for reasons outside the reasonable control of the acquirer, and such agreement is rescinded, subject to such conditions having been specifically disclosed in the detailed public statement and the letter of offer; or Such circumstances as in the opinion of the board, merit withdrawal. In this case SEBI shall pass a reasoned order permitting withdrawal and such order shall be hosted by the board on its official website. In the event of withdrawal of any open offer, the acquirer shall through the manager to the open offer, within two working days, make an announcement in the same newspaper in which the public announcement of the open offer was published, providing the grounds and reasons for withdrawal. The acquirer shall inform in writing to SEBI, and all the stock exchanges on which the shares of the target company are listed. The stock exchange shall disseminate such information to the public and the target company.
Topics: Takeovers and Acquisitions
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