[Last updated: 1 January 2025 unless otherwise noted]

7.1 Several offerors affecting the acceptance period

A competing takeover bid is an offer that is announced to the target company where another takeover bid has already been announced but has not been accepted and completed.

If the target company receives a competing takeover bid from a new offeror before the acceptance period ends, the new takeover bid’s acceptance period may not be shorter than the already presented takeover bid acceptance period.

The acceptance period for the existing takeover bid has to be extended until the new acceptance period ends, unless it is withdrawn, due to a longer acceptance period for the new takeover bid.

The existing offeror then has to extend the acceptance period, if the offeror wants to maintain the offer. The offeror then has to draft an addendum regarding extending the acceptance period. The addendum has to be approved by the DFSA.

The latest takeover bid or addendum thereto determines the other takeover bids’ acceptance period.

7.2 Withdrawal of a takeover bid or the shareholders’ acceptance

An offeror of a published voluntary takeover bid may withdraw the takeover bid:

a) When an announcement for a competing offer is published and until five business days after the publication, or

b) When the offer document for the competing offer has been published and until five business days after the publication.

With several takeover bids the shareholders, who might have accepted a takeover bid before the acceptance period ends may withdraw their acceptance within three business days following the publication of a new offer document. With several takeover bids the shareholder may also withdraw the acceptance within three business days following the publication of an addendum.

7.3 The board of directors’ position

In case several takeover bids have been submitted the board of directors of the target company may provide an overall statement instead of one per takeover bid. The statement comprises the board of directors’ position on all takeover bids and their reasons behind.