Take-over bid, Business Law and Ethics


                  If Company A ("the transferee company") offers to acquire shares of Company B ("the transferor") and the scheme or contract to which the offer relates is accepted by holders of nine-tenths of the shares for which the offer is made Company A may then compulsorily acquire the remaining 10 per cent (or less) of the shares so as to achieve a complete 100 per cent acquisition of the shares: CA, s.210.

                It is standard procedure in making a take-over bit to state that if 90 per cent acceptance is attained compulsory acquisition under s.210 will follow.  Company A may resort to s.210 whether it offers its own shares or cash for shares of Company B.  The procedure is available if Company A already owns shares of Company B and offers to acquire those which it does not already own (but see para 22 below.)  The non-accepting minority may however apply to the court to prevent Company A from acquiring their shares.  The rules of procedure are explained below.

               The offer must be made by a company to acquire shares of another.  S.210 is not available to an individual who makes a take-over bid (but he can always form a company for the purpose: provided no fraud or imoproper conduct is involved: Re Bugle Press Ltd.

                 If Company A directly or through subsidiaries owns more than one-tenth of the shares of Company B then (in order to be able to use s.210) Company A must:

(a) offer the same terms for all the shares which it does not already own;

(b) obtain acceptances from holders who are three-quarters in number as well as holders of 90 per cent of the shares.

                 The wording of s.210 is ambiguous but it is generally taken that Company A must offer to acquire all of the shares of Company B which it does not already own if it is then to use s.210 to acquire the remaining shares in Company B (or all the shares of the class) for which the offer is made.

Posted Date: 1/15/2013 4:17:56 AM | Location : United States

Related Discussions:- Take-over bid, Assignment Help, Ask Question on Take-over bid, Get Answer, Expert's Help, Take-over bid Discussions

Write discussion on Take-over bid
Your posts are moderated
Related Questions
QUESTION 1 Explain the composition and functions of the following institutions- (i) Employment Relations Tribunal (ii) Commission for Conciliation and Mediation QUEST

Mischief rule: "Four things are to be considered and discussed:; (i) First is 'what was the common law earlier than the making of the Act?' (ii) is 'what was the mischie

What is the Theory of Contracts The specialized relationship between principal and agent and between agents themselves in the policy process has been explained with the economi

Normal 0 false false false EN-IN X-NONE X-NONE MicrosoftInternetExplorer4

The UNCLOS 1982 The UNCLOS 1982 does not stop at gauging the limits of the territory of coastal states. Other features of the Convention include the right of transit of landloc

Consideration - Element of Contract Just to an agreement to constitute a contract the common law of the England then adopted in the US, requires such, must be supported with c

Question 1: (a) What does Professional Practice mean to you? Define your perception of good Professional Practices. (b) Discuss some of the difficulties and challenges fac

F.O.B. Contracts - Import and Export Trade Under an f.o.b. like free on board contract it is the duty of like the seller to put the goods on board a ship to the purpose of the

Mr. Gomez a former managing partner of the Grant Thornton accounting firm, is currently serving first half of a 12- year prison term. In 1986, 39 year old Gomez pleaded guilty t

Ostensible Authority - Authority of Partners A difference is something drawn among the genuine and ostensible authority about a partner. Whether it is actual or express author