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Tender Offer Memorandum

Tender Offer Memorandum Generator for United Arab Emirates

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Key Requirements PROMPT example:

Tender Offer Memorandum

"I need a Tender Offer Memorandum for a cash offer to acquire a UAE-listed manufacturing company, with an offer price of AED 12.50 per share, targeting 100% ownership, with the offer period starting March 1, 2025."

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Document background
The Tender Offer Memorandum is a crucial document in UAE corporate transactions, particularly in public market acquisitions. It serves as the primary disclosure document when one company seeks to acquire shares in another company through a public tender offer. The document must comply with the UAE Federal Law No. 32 of 2021 (Commercial Companies Law) and SCA regulations, particularly Board Resolution No. (18/R.M) of 2017 regarding tender offers. The memorandum contains comprehensive information about the offer terms, financial arrangements, company profiles, and regulatory requirements. It's typically used in both friendly and hostile takeover situations, requiring careful consideration of UAE market regulations, disclosure requirements, and shareholder protection provisions. The document plays a vital role in ensuring transparency and providing shareholders with sufficient information to evaluate the offer.
Suggested Sections

1. Important Notices and Disclaimers: Legal disclaimers, regulatory statements, and important notices regarding the offer

2. Executive Summary: Key highlights of the offer including price, timeline, and major conditions

3. Definitions: Comprehensive list of defined terms used throughout the document

4. Letter from the Board of the Offeror: Formal presentation of the offer and strategic rationale

5. Terms and Conditions of the Offer: Detailed offer conditions, acceptance requirements, and procedural matters

6. Information about the Offeror: Corporate information, business description, and financial position of the offering entity

7. Information about the Target Company: Overview of target company's business, financial position, and market position

8. Strategic Rationale and Future Plans: Explanation of strategic benefits and post-acquisition plans

9. Financing of the Offer: Details of how the offer will be funded and any financing arrangements

10. Tax Considerations: Overview of relevant UAE tax implications for accepting shareholders

11. Procedure for Acceptance: Step-by-step instructions for shareholders to accept the offer

12. Settlement and Implementation: Details of how and when payment and transfer of shares will occur

13. Regulatory Approvals: Status and details of required regulatory clearances

14. UAE Legal Requirements: Specific disclosures required under UAE law and SCA regulations

Optional Sections

1. Competing Offers Analysis: Required when there are existing competing offers in the market

2. Industry-Specific Regulatory Considerations: Needed for regulated industries like financial services or telecommunications

3. Foreign Investment Considerations: Required when the offer involves foreign investors or cross-border elements

4. Squeeze-out Provisions: Included when the offeror intends to implement squeeze-out procedures

5. Management and Employee Arrangements: Required when specific arrangements are proposed for management retention or employee matters

6. Break Fee Arrangements: Included when break fees or reverse break fees are part of the transaction

7. Shareholder Support Agreements: Required when there are pre-existing agreements with major shareholders

Suggested Schedules

1. Acceptance Forms: Forms and documentation required for offer acceptance

2. Financial Information: Detailed financial statements and projections for both offeror and target

3. Independent Valuation Report: Third-party valuation opinion on the offer price

4. Pro Forma Financial Information: Combined financial information post-acquisition

5. Material Contracts: Summaries of significant agreements affecting the offer

6. Regulatory Approvals and Conditions: Detailed list of required approvals and their status

7. Timetable: Detailed timeline of key dates and deadlines

8. Share Capital and Shareholding Structure: Detailed information about share capital and major shareholders

9. Market Price Information: Historical share price data and trading information

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Acceptance Form
Acceptance Period
ADX
Affiliates
Banking Day
Board
Business Day
Central Bank
Closing Date
Competition Authority
Competing Offer
Conditions
Consideration
Control
DFM
Directors
Effective Date
Encumbrance
Financial Advisor
Financial Year
Government
Group
Independent Financial Advisor
Legal Advisor
Listing Rules
Long Stop Date
Market Price
Material Adverse Change
Memorandum
Offer
Offer Document
Offer Period
Offer Price
Offeror
Overseas Shareholders
Receiving Agent
Record Date
Regulatory Approvals
Restricted Jurisdiction
SCA
Securities
Settlement Date
Shareholders
Shares
Squeeze-out Right
Subsidiary
Target Company
Target Group
Target Shares
UAE
UAE Companies Law
UAE Securities Law
Valuation Report
Clauses
Offer Terms
Consideration
Acceptance Conditions
Regulatory Compliance
Representations and Warranties
Due Diligence
Confidentiality
Material Adverse Change
Break Fees
Financing Arrangements
Competition Clearance
Governing Law
Jurisdiction
Notices
Share Transfer
Settlement
Squeeze-out Rights
Disclosure Requirements
Shareholder Rights
Foreign Investment Restrictions
Tax Matters
Employee Matters
Regulatory Approvals
Information Rights
Competing Offers
Termination Rights
Timetable
Costs and Expenses
Financial Conditions
Dividends and Distributions
Share Capital
Entire Agreement
Amendment Rights
Force Majeure
Communications
Market Abuse
Deal Protection
Relevant Industries

Banking and Financial Services

Real Estate and Construction

Telecommunications

Energy and Utilities

Healthcare

Technology

Manufacturing

Retail and Consumer

Transportation and Logistics

Insurance

Mining and Natural Resources

Media and Entertainment

Professional Services

Education

Relevant Teams

Legal

Finance

Corporate Development

Investor Relations

Compliance

Risk Management

Corporate Communications

Treasury

Strategy

Board Secretariat

Mergers & Acquisitions

Corporate Finance

Due Diligence

Integration

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

Head of Mergers & Acquisitions

Investment Banking Director

Corporate Finance Manager

Compliance Officer

Risk Management Officer

Board Director

Financial Controller

Investor Relations Manager

Strategy Director

Integration Manager

Due Diligence Manager

Industries
UAE Federal Law No. 32 of 2021 (Commercial Companies Law): Primary legislation governing corporate entities and their operations, including provisions on shareholder rights, corporate actions, and tender offers
SCA Decision No. (3/R.M) of 2000: Regulations concerning disclosure and transparency in securities markets, crucial for tender offer documentation requirements
UAE Federal Law No. 4 of 2000 (Securities Law): Framework law governing securities markets, including provisions on trading, clearing, and settlement
SCA Board Resolution No. (18/R.M) of 2017: Specific regulations on tender offers and acquisitions of public shareholding companies
UAE Federal Law No. 19 of 2016 (Competition Law): Relevant for assessing competition implications of the tender offer if it involves substantial market share
ADX/DFM Listing Rules: Exchange-specific requirements for listed companies engaging in tender offers
UAE Federal Law No. 14 of 2018 (Central Bank Law): Relevant if the tender offer involves financial institutions or banking sector entities
UAE Federal Law No. 2 of 2015 (Commercial Companies Law - Anti-fronting): Provisions regarding foreign ownership restrictions and compliance requirements
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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