Take-overs

In a bid situation, the company’s Board of Directors and management will ensure that shareholders are treated equally, and that the company’s business activities are not disrupted unnecessarily. The Board should ensure that shareholders are given sufficient information and time to form a view of the offer.

The Board of Directors will not seek to hinder or obstruct take-over bids for the company’s activities or shares unless there are particular reasons for this.

In the event of a take-over bid for the company’s shares, the company’s Board of Directors should not exercise mandates or pass any resolutions with the intention of obstructing the take-over bid unless this is approved by the general meeting following announcement of the bid.

If an offer is made for a company’s shares, the company’s Board of Directors will issue a statement making a recommendation as to whether shareholders should or should not accept the offer. The Board’s statement on the offer should make it clear whether the views expressed are unanimous, and if this is not the case it should explain the basis on which specific members of the Board have excluded themselves from the Board’s statement.

In a bid situation, the Board should arrange a valuation from an independent expert. The valuation should include an explanation, and should be made public no later than at the time of the public disclosure of the Board’s statement. Any transaction that is in effect a disposal of the company’s activities should be decided by a general meeting, except in cases where such decisions are required by law to be decided by another decision-making body of the company.