356 10 Exit of Shareholders
Third, the offeror must draw up an offer document and communicate it to the
competent supervisory authority.^116
Fourth, where the offer document is subject to the prior approval of the compe-
tent supervisory authority, the offeror must obtain approval before making the of-
fer document public.^117
Fifth, if the offer document is subject to the prior approval of the supervisory
authority and has been approved, the offeror may need to translate it and include
additional information before communicating it to the supervisory authority of an-
other Member State before making the offer document public in that Member
State.^118
Sixth, the offeror must make the offer document or documents public in the
Member State or Member States in which securities issued by the offeree are ad-
mitted to trading on a regulated market.^119
Seventh, the board of the offeree company must draw up and make public a
document setting out its opinion of the bid and the reasons on which it is based.
The board of the offeree company must communicate that opinion both to the
company’s shareholders and to its employees.^120
However, the Directive on takeover bids does not require the use of external
fairness opinions (see below).
Contents of the offer document. The Directive on takeover bids sets out the re-
quired minimum contents of the offer document.
The minimum general requirement is that the offer document contains the in-
formation necessary to enable the holders of the offeree company’s securities to
reach a properly informed decision on the bid.^121
In addition to the general requirement, the Directive lists several things that
must be included in the offer document. For example, they include: the terms of
the bid; the consideration offered for each security; the offeror’s intentions with
regard to the future business of the offeree company; and all the conditions to
which the bid is subject.^122
The rule on supervisory authority is complemented by a rule on the recognition
of offer documents that have been approved by the supervisory authority of a
Member State. It would be very difficult to make a bid if the supervisory authori-
ties of many Member States required the filing and disclosure of different offer
documents. The Directive on takeover bids solves this problem in the following
way:
“Where the offer document referred to in the first subparagraph is subject to the prior ap-
proval of the supervisory authority and has been approved, it shall be recognised, subject to
any translation required, in any other Member State on the market of which the offeree
(^116) Article 6(2) of Directive 2004/25/EC (Directive on takeover bids).
(^117) Article 6(2) of Directive 2004/25/EC (Directive on takeover bids).
(^118) Article 6(2) of Directive 2004/25/EC (Directive on takeover bids).
(^119) Articles 6(2) and 8 of Directive 2004/25/EC (Directive on takeover bids).
(^120) Article 9(5) of Directive 2004/25/EC (Directive on takeover bids).
(^121) Article 6(2) of Directive 2004/25/EC (Directive on takeover bids).
(^122) Article 6(3) of Directive 2004/25/EC (Directive on takeover bids).