The Tender Offer Memorandum is a crucial document in German corporate transactions, particularly in public takeovers and corporate restructurings. It is required when making a public offer to acquire securities of a listed company in Germany, subject to oversight by BaFin (German Federal Financial Supervisory Authority). The document must comply with the Securities Acquisition and Takeover Act (WpÜG), the Securities Trading Act (WpHG), and relevant EU regulations. The memorandum includes comprehensive information about the offer terms, company valuations, regulatory requirements, tax implications, and procedural instructions. It serves as the primary reference document for security holders, regulatory authorities, and market participants, requiring careful preparation to ensure compliance with all applicable laws and regulations while providing transparent and complete information to all stakeholders.
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1. Important Information and Disclaimers: Legal disclaimers, regulatory statements, and important notices regarding the offer
2. Summary: Key terms and highlights of the tender offer
3. Definitions: Definitions of key terms used throughout the document
4. Background and Purpose: Context of the tender offer and strategic rationale
5. Offer Details: Comprehensive description of the tender offer terms, including price, conditions, and timeline
6. Terms and Conditions: Detailed conditions precedent, regulatory requirements, and other terms of the offer
7. Acceptance Procedure: Instructions for tendering securities and participation procedures
8. Settlement: Details of the settlement process, timing, and mechanics
9. Tax Considerations: Overview of relevant tax implications for security holders
10. Description of the Offeror: Information about the bidding company, including business and financial condition
11. Source and Amount of Funds: Information about financing arrangements for the offer
12. Future Plans: Intended plans for the target company post-completion
13. Risk Factors: Description of material risks associated with the offer
14. Contact Information: Details of relevant parties including tender agent, information agent, and advisers
1. Regulatory Approvals: Detailed section on regulatory requirements and approvals - included when the offer requires specific regulatory clearances
2. Competing Offers: Information about any competing offers - included when relevant
3. Target Board Response: Response from the target company's board - included in friendly takeovers
4. Pro Forma Financial Information: Combined financial information - included in offers involving share consideration
5. Squeeze-out Procedures: Information about potential squeeze-out rights - included when reaching relevant ownership thresholds
6. Fairness Opinion: Summary of fairness opinion - included when obtained
7. Market Information: Detailed market price information - included for listed securities
1. Acceptance Forms: Forms and documentation required for tender participation
2. Financial Statements: Relevant financial statements of the offeror and/or target
3. Expert Reports: Any relevant expert or valuation reports
4. Material Contracts: Summaries of material contracts relevant to the offer
5. Regulatory Announcements: Copies of regulatory announcements related to the offer
6. Financing Commitments: Documentation regarding offer financing
7. Due Diligence Summary: Summary of key due diligence findings (if applicable)
8. Target Company Information: Detailed information about the target company
9. Timeline: Detailed timeline of the offer process and key dates
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