해외 M&A의 ë²•ì  ìŸì  - Sullivan & Cromwell

2.4 Public Companies
c) Mandatory Tender Offers
continued
Upon crossing (upward) of the 30% threshold in either share
capital or voting rights, a tender offer must be launched for all the
outstanding equity instruments of the target company
The crossing of the 30% threshold is determined by reference to
the same rules as for the disclosure of interests (see 2.2.5, c), with
the only exception of cash settled derivatives, which are not taken
into account in the mandatory tender offer regime
Various exemptions are available, particularly in favor of:
- Statutory mergers
- Reserved capital increase of a distressed company
The offer price must be at least equal to the highest price paid by
the bidder (or concert parties) in the last 12 months
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