GETTING THE DEAL THROUGH – MERGERS & ACQUISITIONS 2012

By David Yuill Monday, July 02, 2012
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What approval rights do shareholders have over business combinations? Do shareholders have appraisal or similar rights in business combinations? A scheme of arrangement requires the approval of disinterested shareholders in the form of a special resolution (75 per cent approval of those who are entitled to vote at that meeting) passed by holders of the relevant class of shares of the target company present at the shareholders meeting convened to consider the scheme (with a 25 per cent quorum requirement). In the case of a tender offer, the approval by the target`s shareholders is not required, except in the case of a partial offer for waiving the triggering of a mandatory offer (whitewash vote) or specific exemption from the provisions of the Companies Act.

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