Il comunicato dell’emittente
Abstract: The target company statement in takeover bids – In case of voluntary or mandatory tender offer Article 103, paragraph 3 of the Legislative Decree n. 58 of February 24, 1998 requires that the Issuer (of securities) drafts and publishes a statement where it must be provided any data and information and a motivated evaluation on the offer itself, so that the shareholders can properly decide whether to adhere to the offer or not. The main object of the Issuer’s statement is the evaluation of the Board of Directors on the tender offer and, in particular, on the fairness of its consideration. In several cases (e.g., when the offeror has a participation less than 50%), the Issuer’s statement includes an evaluation of the effects that success of the offer might have on the interests of the target company, as well as on the occupancy rate and location of the productive plants. In this context, the Board of Directors can make critical remarks and raise objections with reference to the programs of the offeror and to the terms and conditions of the tender offer. Therefore, the Board of Director’s evaluation may be crucial in order to qualify the offer as a friendly or as a hostile takeover and on the possibility of its success.
Sommario: 1. L’evoluzione normativa. – 2. Le finalità del comunicato dell’emittente e i suoi destinatari. – 3. I contenuti del comunicato. – 4. Il comunicato dell’emittente nel modello dualistico. – 5. Il parere degli amministratori indipendenti – 6. Le responsabilità “da comunicato”.
Keywords: Tender offer — Interests involved — Issuer’s statement — Board of Directors’ evaluation — Fairness of the consideration.
