Proposal for revised Takeover Rules

The Swedish Corporate Governance Board has announced proposed revisions to the takeover rules.

The main changes in brief:

  • Indirect acquisitions - if the offeror acquires control of a holding company which, in turn, owns shares in the offeree company, the terms of the indirect acquisition will need to be taken into account when determining the minimum offer price. The offeror is obliged to disclose how the purchase price has been allocated.
  • Payment of the offer consideration - the prerequisites for submitting a public offer have been made stricter. Any regulatory approvals required in order for the bidder to be able to pay the consideration must have been secured before the bid is announced.
  • General updates – including a reminder that, where deemed required, the Swedish Securities Council can issue instructions regarding how the parties should act in the event of competing offers.
  • Sanctions – the maximum fine for breaches of the rules is raised to SEK 500 million.

The revised rules are expected to come into effect on 1 November 2017.

The Board's press release as well as the full text of the proposed revised Takeover Rules are enclosed.