US tender offers: Mittal is not enough

Author: | Published: 1 Dec 2006

The SEC's exemptive letter regarding Mittal's merger with Arcelor is the most important action by the US regulator in the area of cross-border tender offers since its attempt to simplify the process in late 1999. It reflects the SEC's continuing desire to include US shareholders in takeover offers for non-US targets. It also shows the Commission recognizes that the dual-offer structure represents a useful compromise in reconciling the interests of the US tender offer regime and the interests of the principal regulating jurisdiction in situations where less than 40% of the target shares are held in the US.

One of the most complex tasks for the international M&A lawyer in the US is advising on a takeover bid for a non-US company that has a substantial US shareholder base, or that is registered under the US Securities Exchange Act 1934. The US applies its tender offer regime, as a general...