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Executive Bylaws - CMA

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Executive Bylaws

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  • February 17
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3-3-12 Modification of an Acquisition Offer Of Module Nine: Mergers and Acquisitions
Section: Chapter Three: Acquisitions
  • Thursday, 09 February 2017

    Without prejudice to any of the provisions set out in these Bylaws, an Offeror may submit to the Authority a request to modify an Offer Document within five Business Days, at most, of the closing of Collection Period of the Offeree company’s shares; this is in case of desire to modify one of the conditions related to executing the process mentioned in the Offer Document provided that such a modification shall be made in favour of the shareholders of the Offeree Company, and the following procedures shall be followed: 1. The Offeror shall submit a request to the Authority setting out the reasons for modifying the Acquisition Offer attaching the Modified Offer Document, which may not be published before being approved by the Authority. 2. Procedures for executing the Acquisition Offer process shall be suspended for ten Business Days, during which the Authority shall issue its decision concerning the Modified Offer Document. 3. In the event that the Authority approves the Modified Offer Document, the collection process of the portfolio of the Acquisition Manager shall reopen, provided that the shares of those willing to participate in the Acquisition Offer are collected, even if they never participated in the previous collection process. The re-opening of the collection process shall be announced in accordance with the mechanism of announcement set out in Article (3-3-9) of this Module; and the Acquisition Manager shall be immediately release any shares related to participants in the previous collection process as well as those willing to decline their participation in the Acquisition Offer after the modification of the Acquisition Offer Document. 4. In the event that the Authority’s rejects the Modified Offer Document, the Offeror shall complete the procedures of executing the acquisition process in accordance with the Original Offer Document; as of the day following the the Authority’s announcement rejecting the Modified Offer Document.

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