On December 9 2011, the French securities regulator, the AMF, issued a notice of proposed rulemaking that would further limit parties' discretion to impose conditionality on the consummation of tender offers. The proposed rules are subject to public comments until January 31 2012 and could be adopted by the AMF shortly thereafter.
A bidder's obligation to complete a tender offer and accept shares tendered in the US is often subject to various conditions, such as the receipt of regulatory approvals (including antitrust clearance), the tendering of a minimum number of shares and the absence of material adverse changes in the business condition of the target.
In some cases, the bidder may also reserve the right to withdraw a tender offer in the event that a financing condition is not safisfied or for any other condition the parties may decide. As a corollary to the parties' freedom to impose closing conditions,...