I. Introduction to Tender Offer
Tender offer means that the acquirer sends a written opinion to the shareholders of the target company to buy the shares of the company, and acquires the shares of the target company according to the terms of acquisition conditions, price, time limit and so on stipulated in the tender offer announced according to law.
Second, the characteristics of the tender offer
Its biggest feature is that all shareholders make their own choices on the basis of equal access to information, so it is regarded as a completely market-oriented and standardized acquisition model, which is conducive to preventing all kinds of insider trading and protecting the interests of all shareholders, especially small and medium-sized shareholders. Tender offer includes two types: partial voluntary offer and comprehensive compulsory offer. Partial voluntary offer means that the acquirer determines the proportion of shares to be acquired according to the total share capital of the target company, and makes an offer to all shareholders of the target company within this proportion. When the number of pre-accepted offers exceeds the number of purchasers, the purchasers shall purchase the shares of pre-accepted offers in the same proportion.
Three. Main contents of tender offer
1, the price of tender offer. Price clause is an important part of tender offer, and all countries attach great importance to it. There are two main ways: free pricing and price legalism.
2. Payment method of tender offer. The Securities Law does not stipulate the payment method for tender offer. Article 36 of the Measures for Acquisition recognizes that the purchaser can pay the purchase price of a listed company by cash, securities or a combination of cash and securities. However, Article 27 of the Measures for Acquisition specifically stipulates that if the purchaser issues a comprehensive offer to terminate the listing status of a listed company, or applies to the China Securities Regulatory Commission but fails to obtain exemption and issues a comprehensive offer, it shall pay the purchase price in cash; Where the purchase price is paid by legally transferable securities, cash shall be provided for the shareholders of the acquired company to choose.
3. Time limit for tender offer. Paragraph 2 of Article 90 of the Securities Law and Article 37 of the Measures for Acquisition stipulate that the acquisition period stipulated in the tender offer shall not be less than 30 days and shall not exceed 60 days, unless there is a competitive offer.
4. Alteration and cancellation of tender offer. Once an offer is made, it is binding on the offeror, and so is the offer of a listed company. However, due to the complexity of the acquisition process, it is possible for the purchaser to change the expression of will under certain circumstances, but this is only an exception under legal circumstances. For example, Article 9 1 of China's Securities Law stipulates that the purchaser shall not revoke his offer within the acceptance period specified in the offer. If the purchaser needs to change the tender offer, he must submit a report to the the State Council securities regulatory body and the stock exchange in advance, and make an announcement after approval.
Fourth, the tender offer way
1, voluntary tender offer and compulsory tender offer
According to whether investors make an offer out of compulsory requirements or voluntary, tender offer can be divided into voluntary tender offer and compulsory tender offer.
2. Comprehensive tender offer and partial tender offer
According to the intention of investors to acquire all or part of the shares of listed companies, tender offer can also be divided into comprehensive tender offer and partial tender offer. Whether it is a comprehensive tender offer or a partial tender offer, it must be issued to all shareholders of listed companies. Upon the expiration of the acquisition period, the purchaser who makes a partial acquisition offer shall purchase the shares previously transferred by the shareholders of the acquired company in accordance with the conditions stipulated in the acquisition offer. When the number of shares pre-accepted by the purchaser exceeds the scheduled purchase number, the purchaser shall purchase the pre-accepted shares in the same proportion. According to the provisions of Article 25 of the Measures for Acquisition, the lower limit of partial offer is 5% of the issued shares of listed companies.
3. Initial tender offer and competitive tender offer
According to the different order of tender offer, tender offer can be divided into initial tender offer and competitive tender offer. Initial tender offer refers to the offer made by the first investor who makes an offer to all shareholders of the target company. Therefore, only the first offer can be an "initial offer". Competitive tender offer refers to the offer made by other investors to all shareholders of the same target company after the initial offer appears. There may be one or more competitive bids.
According to the first paragraph of Article 40 of the Measures for Acquisition, the purchaser shall not change the offer before the expiration of the offer period 15 days; In addition to competitive offer.
In the event of a competitive offer, if the acquirer of the first offer changes the offer less than 65,438+05 days before the expiration of the first offer, the acquisition period shall be extended, and the extended offer period shall not be less than 65,438+05 days, and shall not exceed the expiration date of the last competitive offer, and the performance bond shall be added in accordance with the prescribed proportion; Where the purchase price is paid by securities, a corresponding amount of securities shall be added and kept by the securities registration and settlement institution.
The purchaser who makes a competitive offer shall issue a suggestive announcement of tender offer no later than 15 days before the expiration of the first tender offer period, and perform the reporting and announcement obligations in accordance with the provisions of Articles 28 and 29 of these Measures.
That is to say, first of all, before the expiration of the offer period on 15, the purchaser can change the offer, and unless there is a competitive offer, the offer cannot be changed within 15; Secondly, if there is a competitive offer and the purchaser changes the offer within 15 days, the acquisition period shall be extended by at least 15 days, but it shall not exceed the expiration date of the last competitive offer; Finally, the purchaser who makes a competitive offer shall issue a suggestive announcement of tender offer no later than 15 days before the expiration of the first tender offer period. It should be said that up to now, there is not a case of the completion of competitive tender offer in China capital market.
Above, Bian Xiao introduced the introduction, characteristics, main contents and methods of tender offer in detail. Tender offer is popular because its information is open, which can guarantee the interests of all shareholders of the company, and is simple and convenient, which is beneficial to the interests of both the acquirer and the target company. In the tender offer, I hope you can read the tender offer terms carefully, abide by and safeguard the tender offer terms, and protect your legitimate rights and interests. If you have any questions about the tender offer, you can consult the relevant lawyers.