1. Preparatory stage:

• Preparation of the bid by the bidder (study, due diligence, financing and draft offer document).
• The bidder approaches the target and/or its key shareholders.
• Negotiations with the target and/or its key shareholders.

2. Launching of the bid:

• The bidder files the bid with the CNB. Following the filing, the bidder may be asked to provide proof of certain funds.
• Counter-bids can be announced (until five days prior to the expiry of the acceptance period of the last bid, at the latest; see 6. below).

3. Review of the bidder’s offer document by the CNB and issuance of a notification.

4. Consultation of and provision of information to trade unions, the employees’ representatives or employees directly by the bidder and the board of directors of the target company.

5. Response memorandum by the target’s board:

• The target’s board will prepare a response memorandum containing its position on the bid as to compliance with interests of the target, the shareholders, the employees and the creditors. The response memorandum has to be issued within five business days after the receipt of the offer document.
• Response memorandum is to be sent to the CNB.

6. After notification from the CNB containing information that there are no reasons for prohibiting of such announcement (or if the CNB fails to issue a letter of prohibition), the bid may be disclosed to public.

7. Launch of the acceptance period:

• Start:
  • after notification from the CNB (not prohibiting the announcement); or
  • no sooner than 15 days and no later than 30 days after the bidder notified the CNB (if the CNB fails to issue a letter of prohibition).
• Duration: not less than four weeks. If the duration exceeds 10 weeks, the bidder will announce the day of expiry of the bid two weeks prior to such day of expiry.

8. Notification of results (acceptance of the bid; entering into a contract; pro-rata satisfaction; compliance with conditions precedent; withdrawal from a contract) in writing (unless the European market regulator’s rules prescribe otherwise) has to be made within one month of the end of the acceptance period.

9. Publication of results (without undue delay) after the end of the acceptance period. The bidder will publish the results in the same manner in which the bid was announced. The bidder will also notify the board of directors and the supervisory board of the target company in writing.

10. Payment of the offered consideration by the bidder.

11. Re-opening of bid (follow-on squeeze-out) if the bidder acquired 90% of the shares.

• Start: within 30 days following the last day of the duration of the previous acceptance period.
• Duration: 90 days.
• Further steps regarding the additional bid are governed, in principle, by rules governing the mandatory takeover bids.