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Executive Bylaws - CMA

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Executive Bylaws

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  • February 17
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3-9-7 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, the Offeror of an Original Acquisition, after a Competitive Acquisition Offer has been submitted, and before the ordinary general assembly of the Offeree company is held for considering the choice of the two offers, may submit to the Authority a request to modify the Offer Document if it wishes to modify the conditions related to the Acquisition Offer provided that such a modification shall be material and in favour of the shareholders, and the following procedures shall be adopted: 1. An Offeror of an Original Acquisition Offer may submit a request to the Authority to modify their Offer setting out their reasons provided that the Modified Offer Document shall be attached with the request; and the Offer Document and its contents may not be published before being approved by the Authority. 2. Procedures of the Original Acquisition Offer and Competitive Acquisition Offer 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 Original Offer Document, the procedures of executing a Competitive Acquisition Offer set out in clause No. (5) as well as the subsequent paragraphs of Appendix 4 of this Module shall be completed. 4. In the event that the Authority disapproves the Modified Offer Document, the Offeror shall complete the procedures of executing the Acquisition Offer in accordance with the Original Offer Document commencing from the subsequent day of the Authority’s announcement of rejecting the Modified Offer Document.

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