Bidders’ dilemma under UK Takeover Code changes

Author: Gemma Varriale | Published: 7 Oct 2014

Proposed changes to the rules governing UK public takeovers set out a strict new regime that requires bidders to think carefully about the promises they make during a takeover battle.

The changes tabled by the UK Takeover Panel’s distinguish between statements relating to a course of action an offer party intends to take after the end of the offer period (post-offer intention statements) and those in which it commits to a particular course of action after the end of the offer period (post- offer undertakings).

The changes are intended to make it easier to hold companies to promises they make to secure an acquisition. "The Takeover Panel has proposed these changes as a direct result of Pfizer’s approach to AstraZeneca during which Pfizer publically made some unusual...