How differently are hostile and friendly takeover bids treated?
The general principles, and most of the procedural steps, apply to both hostile and friendly bids. However, some regulations only apply to hostile takeover situations: After the publication of a public takeover offer, the target company’s board must publish a comprehensive report in which it recommends that the shareholders either accept or reject the offer. In case competing offers are made, the target company must treat offerors equally, and provide both of them with the same information, even if one offer is favoured. Although the implementation of certain preventive defensive measures is admissible before the launch of a (hostile) tender offer, the Sesta prevents the directors (but not the shareholders’ meeting) of a target company from resolving on new defensive measures post launch. During the offer, the target company’s board of directors cannot generally enter into any transactions that alter the assets or liabilities of the target company. Consequently, measures such as scorch
