Shearman & Sterling LLP
Issue link: https://digital.shearman.com/i/1494420
Conditions to Offer 64 Public to Private Transactions – What You Need To Know • Contractual Offer: minimum acceptance condition • Scheme: conditional upon the scheme becoming effective (i.e. delivery of Court order) • Scope of other conditions is limited - there can be no financing condition, no confirmatory due diligence and interpretation of material adverse change is strict • Formal requirement now to obtain Panel consent before a condition is invoked ('material significance' test with some exceptions) • Now a single date (normally Day 60) for satisfaction of all conditions (as discussed earlier) • Suspension of timetable for regulatory approvals can be requested from Panel if regulatory approvals still outstanding on Day 37 (to be requested by both parties, or if one party requests and approval is of material significance to the bidder in the context of the offer) • Timetable can be extended in certain limited circumstances (e.g. competing offers to align offers to the later offer's timetable, if target agrees or to deal with an outstanding regulatory approval)