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
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
- Page 1 and 2: GOING PRIVATE TRANSACTIONS IN FRANC
- Page 3 and 4: LEGAL DEFINITION
- Page 5 and 6: “GOING PRIVATE”? A) ) A delisti
- Page 7 and 8: The 2009 legislative change: Remova
- Page 9 and 10: CURRENT STATUS OF GOING CURRENT STA
- Page 11 and 12: Increase in voluntary y delistings:
- Page 13 and 14: PUBLIC TO PUBLIC TRANSACTIONS Overv
- Page 15 and 16: PUBLIC TO PUBLIC TRANSACTIONS 42 Ov
- Page 17 and 18: Objectives of the companies delisti
- Page 19 and 20: Regulatory g y constraints resultin
- Page 21 and 22: 3) ) Availability y of alternative
- Page 23 and 24: Reactions of the financial markets:
- Page 25: Restrictive conditions in France:
- Page 29 and 30: Voluntary delisting as the main foc
- Page 31 and 32: Distinction and independence: Two
- Page 33 and 34: 2) The new approach: squeeze-out wi
- Page 35 and 36: The search for practical means to s
- Page 37 and 38: PUBLIC TO PUBLIC TRANSACTIONS 16 Se
- Page 39 and 40: Involvement of interlopers in 8 out
- Page 41: B) ON NON NON-REGULATED REGU ATED M
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