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Tender Offer Memorandum

Tender Offer Memorandum Generator for Germany

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Key Requirements PROMPT example:

Tender Offer Memorandum

"I need a Tender Offer Memorandum for a friendly cash offer to acquire all outstanding shares of a German public technology company, with a planned announcement date of March 15, 2025, including specific provisions for regulatory approvals in the EU and US jurisdictions."

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Document background
The Tender Offer Memorandum is a crucial document in German corporate transactions, particularly in public takeovers and corporate restructurings. It is required when making a public offer to acquire securities of a listed company in Germany, subject to oversight by BaFin (German Federal Financial Supervisory Authority). The document must comply with the Securities Acquisition and Takeover Act (WpÜG), the Securities Trading Act (WpHG), and relevant EU regulations. The memorandum includes comprehensive information about the offer terms, company valuations, regulatory requirements, tax implications, and procedural instructions. It serves as the primary reference document for security holders, regulatory authorities, and market participants, requiring careful preparation to ensure compliance with all applicable laws and regulations while providing transparent and complete information to all stakeholders.
Suggested Sections

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

2. Summary: Key terms and highlights of the tender offer

3. Definitions: Definitions of key terms used throughout the document

4. Background and Purpose: Context of the tender offer and strategic rationale

5. Offer Details: Comprehensive description of the tender offer terms, including price, conditions, and timeline

6. Terms and Conditions: Detailed conditions precedent, regulatory requirements, and other terms of the offer

7. Acceptance Procedure: Instructions for tendering securities and participation procedures

8. Settlement: Details of the settlement process, timing, and mechanics

9. Tax Considerations: Overview of relevant tax implications for security holders

10. Description of the Offeror: Information about the bidding company, including business and financial condition

11. Source and Amount of Funds: Information about financing arrangements for the offer

12. Future Plans: Intended plans for the target company post-completion

13. Risk Factors: Description of material risks associated with the offer

14. Contact Information: Details of relevant parties including tender agent, information agent, and advisers

Optional Sections

1. Regulatory Approvals: Detailed section on regulatory requirements and approvals - included when the offer requires specific regulatory clearances

2. Competing Offers: Information about any competing offers - included when relevant

3. Target Board Response: Response from the target company's board - included in friendly takeovers

4. Pro Forma Financial Information: Combined financial information - included in offers involving share consideration

5. Squeeze-out Procedures: Information about potential squeeze-out rights - included when reaching relevant ownership thresholds

6. Fairness Opinion: Summary of fairness opinion - included when obtained

7. Market Information: Detailed market price information - included for listed securities

Suggested Schedules

1. Acceptance Forms: Forms and documentation required for tender participation

2. Financial Statements: Relevant financial statements of the offeror and/or target

3. Expert Reports: Any relevant expert or valuation reports

4. Material Contracts: Summaries of material contracts relevant to the offer

5. Regulatory Announcements: Copies of regulatory announcements related to the offer

6. Financing Commitments: Documentation regarding offer financing

7. Due Diligence Summary: Summary of key due diligence findings (if applicable)

8. Target Company Information: Detailed information about the target company

9. Timeline: Detailed timeline of the offer process and key dates

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 Period
Acceptance Form
Acceptance Statement
Additional Acceptance Period
Affiliates
Antitrust Authorities
BaFin
Banking Day
Bidder
Business Day
Clearing System
Closing Conditions
Closing Date
Competition Clearances
Competing Offer
Control
Control Agreement
Custodian Bank
Designated Trading Venue
Domination Agreement
Encumbrance
EU Merger Regulation
Exchange Act
Final Settlement
Financial Statements
German GAAP
German Stock Corporation Act
Group
IFRS
Information Agent
Inside Information
Law
Material Adverse Change
Maximum Tender Amount
Minimum Acceptance Threshold
Offer
Offer Conditions
Offer Document
Offer Period
Offer Price
Offeror
Paying Agent
Person
Premium
Profit and Loss Transfer Agreement
Publication Date
Regulatory Approvals
Related Parties
Relevant Jurisdiction
Required Approvals
Securities
Securities Trading Act
Settlement Date
Share Capital
Shareholder
Shares
Squeeze-out
Stock Exchange
Subsidiary
Takeover Act
Target
Target Board
Target Company
Target Group
Target Shares
Tender Agent
Tendered Securities
Trading Day
Transaction
Transfer
Valuation Date
Voting Rights
WpHG
WpÜG
Clauses
Offer Terms
Consideration
Acceptance Conditions
Minimum Acceptance Threshold
Regulatory Approvals
Competition Clearance
Material Adverse Change
Due Diligence
Representations and Warranties
Confidentiality
Market Disclosure
Settlement Procedures
Transfer Restrictions
Withdrawal Rights
Squeeze-out Rights
Financing Conditions
Price Adjustment
Governing Law
Jurisdiction
Disclaimers
Risk Factors
Tax Considerations
Information Rights
Compliance with Securities Laws
Market Abuse Prevention
Termination Rights
Extensions and Amendments
Target Board Obligations
Competing Offers
Break Fees
Documentation Requirements
Payment Mechanics
Force Majeure
Notice Requirements
Time of the Essence
Severability
Assignment
Third Party Rights
Entire Agreement
Language
Counter-offers
Relevant Industries

Financial Services

Banking

Insurance

Technology

Manufacturing

Real Estate

Healthcare

Energy

Telecommunications

Consumer Goods

Industrial

Media

Transportation

Utilities

Professional Services

Relevant Teams

Legal

Finance

Compliance

Corporate Development

Investor Relations

Treasury

Risk Management

Corporate Secretary Office

Board of Directors

Executive Management

Regulatory Affairs

Communications

Due Diligence

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Corporate Secretary

M&A Director

Investment Banking Director

Compliance Officer

Legal Director

Financial Controller

Corporate Development Manager

Investor Relations Manager

Risk Manager

Treasury Manager

Board Member

Company Secretary

Regulatory Affairs Director

Industries
Securities Trading Act (Wertpapierhandelsgesetz - WpHG): Main legislation governing securities trading in Germany, including disclosure requirements and insider trading provisions
Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - WpÜG): Regulates public offers for acquiring securities of listed companies, including mandatory offer requirements and disclosure obligations
Stock Exchange Act (Börsengesetz - BörsG): Governs the operation of stock exchanges and trading in securities, including listing requirements and trading rules
German Corporate Governance Code (Deutscher Corporate Governance Kodex): Contains recommendations for good corporate governance, relevant for tender offers involving listed companies
Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen - GWB): Merger control provisions that may need to be considered in tender offers
EU Market Abuse Regulation (MAR): European regulation addressing insider dealing, market manipulation, and disclosure requirements
Investment Securities Act (Wertpapierprospektgesetz - WpPG): Regulates the preparation, approval, and publication of prospectuses for securities offered to the public
Banking Act (Kreditwesengesetz - KWG): Relevant for financial aspects and involvement of financial institutions in the tender offer process
Money Laundering Act (Geldwäschegesetz - GwG): Anti-money laundering requirements that may apply to tender offer transactions
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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