going private transactions in going private transactions in france

going private transactions in going private transactions in france going private transactions in going private transactions in france

centrobaffi.unibocconi.it
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03.04.2013 Views

Voluntary delisting resulting from the issuer ceasing to exist 1) Through merger rather than simple voluntary dissolution. Infrequent in practice: 2002 2003 2004 2005 2006 2007 2008 8 3 9 6 2 14 4 i.e. on average, less than 10% of all delistings. Modus operandi: 1) ) Exchange g for shares merger g All mergers in France take the form of an exchange for shares merger g ( (expression p of ggeneral pprotection of shareholders against expropriation measures). 26

2) A prior buyout offer? Principle: the merger can be carried out autonomously, without requiring a prior buyout offer. EException: i the h requirement i of f a prior i bbuyout offer: ff Originally, under limited conditions: 1) merger of the issuer into its controlling company; and 2) such acquisition is likely to affect the rights and interests of minority i it shareholders. h h ld Extension of scope to all sorts of mergers by the Law of August 4, 2008 2008. Interpretation: legislative mismatch? or foreseeable rectification? 27

Voluntary delist<strong>in</strong>g result<strong>in</strong>g from the issuer ceas<strong>in</strong>g<br />

to exist<br />

1) Through merger rather than simple voluntary dissolution.<br />

Infrequent <strong>in</strong> practice:<br />

2002 2003 2004 2005 2006 2007 2008<br />

8 3 9 6 2 14 4<br />

i.e. on average, less than 10% of all delist<strong>in</strong>gs.<br />

Modus operandi:<br />

1) ) Exchange g for shares merger g<br />

All mergers <strong>in</strong> France take the form of an exchange<br />

for shares merger g ( (expression p of ggeneral pprotection<br />

of<br />

shareholders aga<strong>in</strong>st expropriation measures).<br />

26

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