What are the obligations of the Committee of the Independent Directors of a target company in connection with providing reasonable recommendation on the open offer made by the acquirer?
CS Professional · Corporate Restructuring, Valuation and Insolvency · PYQS · June 2017
What are the obligations of the Committee of the Independent Directors of a target company in connection with providing reasonable recommendation on the open offer made by the acquirer?
Answer & Explanation:
A committee of independent directors shall be constituted by the Board of the target company to provide reasoned recommendations on the open offer being made by the acquirer and the target company shall publish such recommendations. The committee of independent directors (hereafter referred as committee) will be entitled to obtain external professional advice at the cost of the target company. The committee shall provide its reasoned recommendation on the open offer to the shareholders of the target company and such recommendation will be published in such form as may be specified, at least two working days before commencement of the tendering period, in the same newspapers where the public announcement of the open offer was published. Simultaneously, copies shall be sent to SEBI and the stock exchanges where the shares of the target company are listed and the stock exchanges shall forthwith disseminate such information to public. The committee shall ensure that the copy containing reasoned recommendations is also sent to the manager for open offer and where there are competing offers, to the managers to the open offer for every competing offer.
Topics: Takeovers
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