Market Tracker weekly bulletin – 15th November 2018

Market Tracker weekly bulletin – 15th November 2018

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.

Transactions

Takeovers

Offer for Global Graphics plc by Congra Software Sarl - Shared jurisdiction

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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About the author:
Jenisa is Head of Market Tracker, a transaction analysis product that sits within Lexis®PSL Corporate. She has over 13 years of legal publishing experience, with a focus on researching and reporting on trends and developments in the corporate and commercial legal market. Previous roles include content developer for Lexis®PSL, Legal Podcaster at Informa, and Research Editor at Practical Law Company where she specialised in reporting on cross-border corporate and commercial developments from the firm’s New York office.