Does Fletcher have to make a bid now? Or is this not classed as an M&A situation...18 May 2023 14:28
What is a “Mandatory Bid”?
In M&A, a Mandatory Bid, or Mandatory Offer is a bid or an offer made by a company or any person acting alone or in collaboration with the “Bidder” acquiring shares of a “Target” exceeding a certain shareholding threshold. As part of a corporate takeover process, the Mandatory Bid is governed by securities laws, regulations, and stock exchange rules. In the UK, corporate takeovers are regulated by The City Code on Takeovers and Mergers (the “Takeover Code”).
In a Mandatory Bid, any person or entity, whether acting alone or in concert, who can exercise at least a certain threshold (eg. 30%) of the voting rights at a general meeting of shareholders must make a bid or offer to the remaining shareholders a buy-out of all the minority shares in the company. The bidder must offer shareholders of the target company the ‘equitable price’ for their shares.
Key Learning Points
Threshold – Thresholds for mandatory bids vary between countries. In most countries, such as the United Kingdom, Hong Kong, and Germany, the threshold is 30%. There are no provisions for mandatory bids in the United States.