Tender Offer Memorandum Template for India

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Key Requirements PROMPT example:

Tender Offer Memorandum

"I need a Tender Offer Memorandum for acquiring a mid-sized pharmaceutical company listed on the NSE, with a planned voluntary open offer for 26% stake to be launched in March 2025, including provisions for foreign investment approval as we have overseas investors."

Document background
The Tender Offer Memorandum is a crucial document in Indian corporate acquisitions, required when an acquirer seeks to purchase a substantial stake in a listed company through a public offer to shareholders. This document must strictly comply with SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, particularly when the proposed acquisition triggers mandatory open offer requirements (typically at 25% shareholding). The memorandum serves as the primary disclosure document that enables shareholders to make an informed decision about tendering their shares. It contains comprehensive information about the offer terms, acquirer's background, financial arrangements, regulatory approvals, and other material information. The document is particularly significant in the Indian market where corporate governance and minority shareholder protection are key regulatory focuses.
Suggested Sections

1. Important Notices and Disclaimers: Legal disclaimers, jurisdictional restrictions, and forward-looking statements warnings

2. Key Dates and Deadlines: Timeline of the tender offer including opening date, closing date, and other crucial deadlines

3. Offer Highlights: Executive summary of key terms, price, and conditions of the tender offer

4. Risk Factors: Detailed discussion of risks associated with accepting or rejecting the offer

5. Background of the Acquirer: Information about the acquiring entity, including financial capabilities and strategic intentions

6. Background of the Target Company: Detailed information about the target company, including business operations and financial performance

7. Offer Price and Financial Arrangements: Detailed explanation of offer price, its justification, and funding arrangements

8. Terms and Conditions of the Offer: Comprehensive details of offer conditions, acceptance procedures, and settlement process

9. Statutory and Regulatory Approvals: Status and details of required regulatory approvals and compliance matters

10. Tax Considerations: Overview of tax implications for shareholders accepting the offer

11. Settlement Process: Detailed procedures for tender and settlement of shares

12. Compliance with SEBI Regulations: Declarations and confirmations regarding compliance with relevant regulations

Optional Sections

1. Competing Offers: Required if there are existing or potential competing offers for the target company

2. Foreign Investment Considerations: Needed if the offer involves foreign investment or is open to foreign shareholders

3. Delisting Intentions: Required if the acquirer intends to delist the company post-acquisition

4. Management Continuation Plans: Include when there are specific plans regarding target company's management

5. Strategic Rationale: Detailed explanation of strategic benefits when the acquirer wishes to communicate broader strategic vision

6. Financing Arrangements: Detailed information about financing when the offer involves significant debt or complex funding structures

7. Employee Matters: Required when the offer has specific implications for employee rights or benefits

Suggested Schedules

1. Form of Acceptance-cum-Acknowledgement: Standard form for shareholders to accept the offer

2. Share Transfer Form: Required forms for transferring shares

3. Financial Statements of Acquirer: Recent financial statements of the acquiring entity

4. Valuation Report: Independent valuation report justifying the offer price

5. Fairness Opinion: Independent fairness opinion on the offer terms

6. Bank Guarantee/Escrow Agreement: Documentation of financial security arrangements

7. Due Diligence Report Summary: Summary of key findings from due diligence

8. Compliance Certificates: Various regulatory and compliance certificates

9. Historical Market Price Data: Analysis of target company's share price movements

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

Relevant legal definitions
Clauses
Relevant Industries

Banking & Financial Services

Information Technology

Manufacturing

Pharmaceuticals

Real Estate

Infrastructure

Energy & Utilities

Telecommunications

Consumer Goods

Healthcare

Media & Entertainment

Mining & Metals

Retail

Relevant Teams

Legal

Finance

Corporate Development

Compliance

Investor Relations

Risk Management

Treasury

Corporate Communications

Corporate Strategy

Corporate Secretarial

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

General Counsel

Corporate Development Director

M&A Director

Investment Banking Director

Compliance Officer

Financial Controller

Board of Directors

Corporate Strategy Director

Investor Relations Manager

Risk Management Officer

Treasury Manager

Industries
SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011: Primary regulation governing tender offers in India, also known as the Takeover Code. Sets out the rules for substantial acquisition of shares, mandatory and voluntary tender offers, and disclosure requirements.
Companies Act, 2013: Provides the fundamental framework for corporate operations in India, including corporate governance requirements, share capital rules, and shareholder rights.
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015: Specifies the ongoing obligations and disclosure requirements for listed companies, including those related to tender offers and material events.
Competition Act, 2002: Relevant if the tender offer could result in a combination requiring Competition Commission approval, particularly if exceeding specified thresholds.
Foreign Exchange Management Act (FEMA), 1999: Applicable if the tender offer involves foreign investment or cross-border transactions, including pricing guidelines and reporting requirements.
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018: Relevant for disclosure requirements and pricing guidelines in case the tender offer involves issuance of new securities.
Securities Contracts (Regulation) Act, 1956: Provides the basic framework for securities market regulation and trading of securities in India.
Income Tax Act, 1961: Contains provisions regarding taxation of tender offers, including capital gains implications for both acquirer and shareholders.
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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