Timeline
5. Timeline

[Last updated: 1 January 2025, unless otherwise noted]

As a general rule, the takeover bid process for a mandatory public takeover bid is similar to the process that applies to a voluntary public takeover bid, with certain exceptions.

The table below contains a summarized overview of the main steps of a typical voluntary public takeover bid process on a regulated market in Sweden.

Step

1. Preparatory stage:

  • Preparation of the bid by the offeror (study, due diligence, financing and draft offer document/prospectus).
  • The bidder approaches the board of the target company and/ or its key shareholders. Due to the ownership structure on the Swedish stock market, it is usually advisable to approach key shareholders at this stage.
  • Negotiations with the board of the target company and/or its key shareholders. Due to the ownership structure on the Swedish stock market, it is usually advisable to negotiate with key shareholders, possibly securing irrevocable undertakings where the shareholders agree to accept the takeover bid under certain circumstances.
  • The bidder must enter into an undertaking with the regulated market to comply with the applicable takeover regulations.
  • Apply for consultations and exceptions from the SSC, as necessary. 

2. Launching of the bid:

  • The offeror may announce a bid after having undertaken to comply with the applicable takeover regulations.
  • The board of the target company issues a statement of its recommendation for the shareholders.
  • Within four weeks from the announcement, the offeror must make an offer document public. Prior to that, the offer document must have been filed with, and approved by, the SFSA.
  • The offeror may not withdraw from the bid after it has been announced unless the bidder made it subject to specified conditions.
  • In a negotiated bid, the offeror is expected to include the response on the bid from the board of directors of the target company. 

3. Information to employees of the target company when the bid has been publicly disclosed.

4. Launch of the acceptance period:

  • Start: not before the offer document has been made public.
  • Duration: not less than three weeks and not more than 10 weeks.
  • The acceptance period may be extended if the bidder has provided for possible extension in the offer document, after approval by the SSC, or in accordance with applicable takeover regulation. The total acceptance period may not be extended by more than three months or, if the offer is conditional on the attainment of necessary regulatory approval, nine months. The SSC may approve even longer extensions.
  • Without prejudice to the above, the acceptance period may be extended if the offeror has announced that it will complete the bid.

5. The target company's board of directors announces its opinion regarding the bid no later than two weeks prior to the end of the acceptance period.

6. Publication of results as soon as possible after the end of the acceptance period.

7. Payment of the offered consideration by the offeror as soon as possible after publication of the result.

8. Squeeze-out if the offeror acquired more than 90% of the shares and delisting of the target shares is applied for.

Set out below is an overview of the main steps for a voluntary public takeover in Sweden.

5.1 Indicative timeline of a voluntary public takeover

Click here to view diagram for Sweden.