Conducting the due diligence review on takeover transactions
Conducting the due diligence review on takeover transactions

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Conducting the due diligence review on takeover transactions
  • Information on offeree shareholders
  • Scope
  • Reviewing contracts
  • Publicly available information

This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers.

Conducting due diligence will involve reviewing documents made available by the offeree in a data room or sent to the offeror for review. This will usually include reviewing various types of contracts (which may be of a specialist nature), as well as various records, ledgers and lists.

Due diligence may also include conducting searches of public registers, such as Companies House and HM Land Registry. The disclosure letter will be likely to include general disclosures of information contained in such public register searches (the offeror should insist that these are searches actually made, rather than accepting information that would have been discovered if a search had been made).

Information on offeree shareholders

An offeror has various rights under the Companies Act 2006 (CA 2006) and the Code to request information relating to the shareholders of the offeree. As such requests are likely to alert an offeree to the offeror's potential interest, these are usually made following an announcement or a formal approach to the offeree board.

Information that may be requested at any time include:

  1. a company's register of members upon payment of the prescribed fee

  2. where an offeree has received information in res