Ahead of a first approach (no fixed timeline)

Preparatory stage:

• The bidder should appoint advisers that can assist it in the overall process.
• The bidder should closely monitor the risk of potential leaks when it engages with external parties, and should obtain non-disclosure undertakings and put in place a leak strategy.
• The bidder can carry out a (desk-top) due diligence review of publicly available information of the target company.

First approach (no fixed timeline)

First approach of the target company:

• The initial approach by the bidder of the target company is likely to be an informal chairman- to-chairman discussion, or adviser-to-adviser discussion.
• Depending on the structure of the shareholder base of the target company, there can be parallel discussions with (some) key shareholders.
• During this stage the bidder should work on an indicative offer letter and presentation for the target board.

If the target company agrees to engage (no fixed timeline)

Due diligence, certain funds and negotiation of terms, leading up to the announcement of the takeover bid:

• If the target company agrees to engage with the bidder, the bidder may negotiate the terms of its offer with the target company and its key shareholders (as relevant).
• During this stage, the bidder can request access to non-public information regarding the target company to carry out a due diligence.
• In parallel, the bidder should work on the contractual documentation with the target company and (as the case may be) the key shareholders, as well as the draft prospectus and the certain funds financing.

D – 1 business day

Notification of the FSMA by the bidder:

• Before the bidder can launch the takeover bid, it must notify the FSMA. The bidder’s notification must contain, among other things, a draft prospectus and proof of certain funds to pay the offer price.
• The FSMA will review whether the takeover bid complies with the requirements of the Belgian takeover rules.

Public announcement of the takeover bid:

• At the latest within one business day following the notification of the FSMA by the bidder, the FSMA will announce the takeover bid to the public and the target company. As of the moment the bid is made public, the bidder can no longer withdraw the bid (except in certain limited circumstances such as in the event of a counter bid or certain defensive actions by the target company), and the powers of the board of the target company are limited.
• The FSMA will notify the target and provide the target’s board with a draft of the prospectus that was filed by the bidder with the FSMA.
• As soon as the takeover bid is announced, the board of the target company and the board of the bidder must each notify this to the representatives of their respective employees or, in the absence of such representatives, their respective employees.

D + 4 to 6 weeks

Prospectus review:

• The review and approval by the FSMA of the prospectus of the bidder can generally take between four to six weeks. This period can take longer if the transaction is subject to anti-trust approvals or attracts controversy from market participants.
• Within five business days as of the receipt of the draft prospectus from the FSMA, the board of directors of the target company must inform the FSMA whether it is of the opinion that the draft prospectus contains omissions or that it contains information that could mislead security holders of the target company.

D + 4 to 6 weeks + 5 business days

Response memorandum by the target’s board:

• After the FSMA’s approval of the prospectus, the FSMA provides a copy of the prospectus to the board of the target company. The board has a term of five business days as of the receipt of the prospectus to send its response memorandum to the FSMA.
• The response memorandum must be reviewed and approved by the FSMA.
• Usually, in the context of a friendly takeover bid, the review of the response memorandum runs in parallel with the review of the prospectus. In that event the response memorandum can, in practice, be approved by the FSMA at the same time as the prospectus.
• If the target company has a works council, the target’s board will usually involve the works council prior to the finalization of the response memorandum. If the board has timely received the position of the works council, this must be attached to the response memorandum.

Publication of the prospectus and response memorandum:

• The prospectus and response memorandum can be published after their approval by the FSMA.
• As soon as the prospectus is published, the board of the target company and the board of the bidder must send the prospectus to the representatives of their respective employees or, in the absence of such representatives, their respective employees.

• The acceptance period can start at the earliest five business days after the approval of the prospectus by the FSMA, or immediately after the approval of the response memorandum if this approval is earlier.
• The acceptance period has a minimum term of two weeks and a maximum term of 10 weeks.

A + 10 business days

Hearing of the works council of the target company:

• If the target company has a works council, the works council must organize a hearing with the representatives of the board of the bidder (unless the works council unanimously decides not to call for a hearing). The hearing must take place at the latest 10 days after the start of the acceptance period for the bid, and the date must be sent to the board of the bidder at least three days in advance. In practice, the hearing can be organized prior to the start of the acceptance period.
• During the hearing, the representatives of the bidder must present the industrial and financial policy of the bidder and its strategic plans for the target company and the probable consequences of these plans for the results, employment and operational sites of the target company. The representatives of the bidder must take note of the potential comments of the works council.
• As long as a bidder, after having been invited for the hearing, has not presented itself for such hearing, the bidder cannot exercise the voting rights attached to the securities acquired in the context of the takeover bid at the general shareholders’ meeting of the target company.

End acceptance period – 2 days

Deadline for counter bids or higher bids:

• Counter bids and higher bids must be announced (by the FSMA) at the latest two calendar days prior to the expiry of the acceptance period of the last bid.

Publication of results:

• Within five business days after the end of the acceptance period, the bidder must publish the results and, when relevant, whether or not the bidder waives the conditions precedent to the bid.

Settlement:

• Within 10 business days after the publication of the result, the offered consideration must be paid by the bidder.

P + 10 

Reopening of the takeover bid:

• The acceptance period of the takeover bid will be reopened if, after the end of the acceptance period, the bidder (alone or together with its affiliates) holds more than 90% of the voting securities. The acceptance period must also be reopened if the bidder has obtained 95% and requests the delisting of the target company.
• The new acceptance period has a minimum term of five business days and a maximum term of 15 business days.