Proposal for revised Takeover Rules

18 September 2017, the Swedish Corporate Governance Board (Sw. Kollegiet för svensk bolagsstyrning) announced a proposal regarding amendments of the Takeover Rules concerning Nasdaq Stockholm and Nordic Growth Market NGM as well as the multilateral trading facilities Nasdaq First North, Nordic MTF and AktieTorget. The revised rules are expected to come into effect on 1 November 2017 and the proposal essentially contains the following amendments.

  • Indirect acquisitions are also to be covered by the provision stating that offers which are announced after an acquisition of shares are to be at least as favourable for
    recipients of the offer as the previous acquisition (the “prior transaction”). This is applied if less than six months have elapsed between the prior transaction and
    the offer. This means, inter alia, that when an offeror has acquired control of a
    company (the “holding company”), which in turn owns shares in the target
    company, the terms of the indirect acquisition will need to be taken into account when determining the minimum offer price. The bidder is obliged to provide
    information on the purchase price for the holding company, how the purchase
    price was allocated between the target company shares and other assets and the
    reasoning that led to this allocation.
  • Regulatory approvals or similar required for the bidder to pay the offer price are to be obtained before the offer is announced. This follows from the provision
    stating that a takeover bid may only be launched following preparations which
    demonstrate that the offeror is capable of implementing the offer.
  • If it is deemed necessary, the Swedish Securities Council (Sw. Aktiemarknadsnämn den) may provide instructions on how parties should act in a situation where there are competing offers.
  • The maximum fine for breaches is to be raised from SEK 100 million to SEK 500 million.

For questions with respect to the Takeover Rules, please contact one of our specialists;

Ola Lidström
+46 8 505 501 08
+46 70 396 44 45
[email protected]

Emil Hedberg
+46 8 505 501 17
+46 72 207 01 72
[email protected]