Tender Offers

A tender offer is a public offer to enter into a contract to purchase securities associated with voting rights in a target company.

A mandatory tender offer arises in situations when an individual or entity obtains a controlling interest in a target company and is obligated to make an offer to take over all remaining shares of that company. The consideration offered in a mandatory tender offer must be reasonable and adequate, i.e. commensurate with the value of the target company’s shares. The adequacy of the consideration offered must be documented by an expert opinion.

The expert opinion documenting the adequacy of consideration for shares is submitted, together with the tender offer, to the National Bank of Slovakia.

A majority shareholder who owns voting shares in an aggregate nominal value representing 95% or more of the target company’s basic capital and, at the same time, holds at least a 95% share in the target company’s voting rights, is entitled to demand that all remaining shareholders of said target company transfer their shares to him for a reasonable and adequate settlement.

The adequacy of the settlement must be documented by an expert opinion and this expert opinion is subject to review by the National Bank of Slovakia.