Regulatory Alerts2019-12-04
Guidelines for Preparing the Target Company's Management Opinion on a Takeover Bid
The Croatian Financial Services Supervisory Agency (Hanfa) issued these Guidelines to standardize how target company management prepares and publishes its reasoned opinion on a takeover bid within ten days of the bid's announcement. The document mandates that the opinion must evaluate the appropriateness of the offered consideration, assess the bidder's stated intentions and strategic plans regarding future operations, employment policies, and operational locations, and explicitly disclose any conflicts of interest or agreements with the bidder. It further requires management to substantiate its conclusions with concrete financial data, expert reports, and market indicators rather than merely copying bid terms or repeating prior statements.