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A round up of key developments in corporate transactions covered by Lexis®PSL Corporate and Market Tracker this week, including the question of shared jurisdiction in the Congra Software offer for Global Graphics, adviser fees in the Takeda Pharmaceutical Company offer for Shire plc, the latest report of the Hampton Alexander review and an update on IPO cancellations in 2018.
On 12 November 2018, Congra Software Sarl (Congra) and Global Graphics plc (Global Graphics) announced their decision not to go ahead with the scheme of arrangement announced on 5 October 2018. Instead, Congra has agreed to acquire 17.04% of Global Graphics’ issued share capital respectively from Clema Capital Sarl (13.10%) and from Mr. Johan
Volckaerts (3.94%). This will trigger a mandatory offer.
The transaction falls under the shared jurisdiction regime since Global Graphics has its registered office in England and Wales, but its shares are only admitted to trading on Euronext Brussels. The transaction is topical as this month the UK Takeover
Panel published a consultation paper outlining its intention to delete the shared jurisdiction rules from the Takeover
Code (Code) after the UK exits the EU.
The shared jurisdiction regime was created by Takeover Directive 2004/25/EC, which established a legal framework through which takeovers are regulated in the EEA area. Under this regime, the supervision of the takeover is shared by two supervisory authorities,
one in the country where the company has its registered office (where the relevant authority would be responsible for employee information and company law matters) and the other where the company’s securities are admitted to trading on a regulated
market (where the relevant authority would be responsible for consideration and procedural matters). These shared jurisdiction rules are included in Section 3(a)(iii) to the Introduction to the Code. For further information, see our News Analysis:
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