Contributed By CHSH Cerha Hempel Spiegelfeld Hlawati
The bidder can unilaterally specify in its offer document the terms and conditions of the agreement, which it may only change under certain circumstances. It is not possible for individual recipients of the offer to negotiate or change the terms and conditions of the tender offer. The bidder makes a tender offer to all shareholders concerning the conclusion of an agreement regarding the target company. The terms of a tender offer are adequately defined so that by means of a corresponding declaration given by the shareholder, a purchase or exchange agreement comes into effect. The Austrian Takeover Act assumes that a contract will only be concluded in respect of the offer aimed at the shareholders of the target company by means of the publication of the offer document if a declaration of acceptance is received. Essentially, a takeover offer fulfils the key requirements of a contract offer due to the fact that its terms are adequately defined and it expresses the willingness of the applicant to enter into an agreement. Therefore, the terms and conditions of the tender offer are documented according to the described procedure.