UK Takeover Code Update - Panel Publishes Response Statement 2017/2: Statements of Intention and Related Matters

On 19 September 2017, the UK Takeover Panel published Panel Consultation Paper 2017/2 (the PCP), which proposed amendments to the rules of the UK Takeover Code. The PCP set out the Panel’s proposals to amend the rules of the Code relating to post-offer intention statements, including the rules governing when in the bid timetable such statements must be made, which specific areas of the target’s business they must cover and how long the target’s board, employee representatives and pension scheme trustees should have to consider and respond to them. The amendments are designed to increase transparency in the bid process, including in relation to the bidder’s post-offer intentions for the target’s research & development functions and the location of the target’s headquarters – two areas that have faced considerable political and media scrutiny in a number of recent, high-profile inbound UK bids (e.g., Pfizer’s lapsed bid for AstraZeneca and SoftBank’s takeover of ARM Holdings).                                     

On 11 December 2017, the Panel published Response Statement 2017/2 (the RS) having received responses to the PCP from 13 respondents, including the Quoted Companies Alliance, the International Corporate Governance Network, the Investment Association and the Joint Working Party of the Company Law Committees of the City of London Law Society and the Law Society of England and Wales. The RS summarized the responses received by the Panel and set out the changes to the Code that took effect on 8 January 2018 (including in relation to ongoing bids). The majority of the Panel’s proposals in the PCP were adopted without amendment.

This post comes to us from Cleary Gottlieb Steen & Hamilton, and is based on a memorandum first published here.