Document background
The Tender Offer Memorandum is a crucial document in Dutch public M&A transactions, required whenever a party wishes to make a public offer to acquire securities of a Dutch listed company. It serves as the primary disclosure document under the Dutch Financial Supervision Act (Wft) and must comply with detailed requirements set out in the Dutch Public Takeover Decree. The document provides comprehensive information about the offer, including the financial terms, conditions, strategic rationale, risk factors, and procedural requirements. It requires approval from the Dutch Financial Markets Authority (AFM) before publication and must include all material information necessary for shareholders to make an informed decision. The document plays a vital role in ensuring transparency and fair treatment of shareholders while complying with both Dutch and European regulatory requirements. It is typically prepared in conjunction with financial advisors, legal counsel, and other professional advisors to ensure comprehensive coverage of all required elements.
