Contributed By CHSH Cerha Hempel Spiegelfeld Hlawati
The Austrian Takeover Act, Section 7, states that the offer document must contain certain minimum content: for instance, the terms of the offer and information regarding the bidder. In addition, details of the bidder's intention with regard to the future business operations of the target company and, to the extent it is affected by the offer, of the bidder company must be disclosed. Furthermore, information regarding the continued employment of employees and management, including details of any material changes to terms and conditions of employment, must also be provided.
In the event of a voluntary takeover offer to acquire control, the bidder's intention will be obvious, as the aim of the offer is to acquire a controlling interest in the target by exceeding the minimum acceptance threshold of 50% of the permanent voting shares. As mentioned above, there are material shareholding disclosure thresholds in the Stock Exchange Act 2018, Section 130. If, however, these thresholds are exceeded, the disclosed information does not have to include the bidder's intention or the rationale behind the acquisition.