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

2.4 Public Companies
continued
d) Key Rules of Tender Offers
Offers cannot open before the AMF has reviewed their terms and
documentation
The undertakings of the bidder to pay the offer consideration must be
guaranteed by at least one financial sponsor; as a result, bidders must in
practice provide the sponsor with a counter-guarantee (e.g. cash deposit, first
demand bank guarantee, credit facilities with “certain funds” provisions)
Many offers launched by non EU bidders, even unsolicited offers, have
already been successful in France:
- Whether a tender offer is approved or rejected by the board of directors of the target company will
not necessarily make a fundamental difference as to its chances of success: friendly deals have
already failed; hostile offers have already been successful
- The government does not have a lot of means to bar a tender offer
Takeover defenses other than white knight interventions require shareholders
approval; such approval:
- if obtained outside an offer period, will become legally ineffective against an offer launched by a
bidder whose board of directors would be prohibited to frustrate an offer without its own shareholders‘
approval;
- has proven increasingly difficult to obtain year after year as a result of the reluctance, and growing
influence, of proxy advisors
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