Confidentiality and standstill agreement—public company takeover
Produced in partnership with Julian Henwood of Gowling WLG
Confidentiality and standstill agreement—public company takeover

The following Corporate precedent produced in partnership with Julian Henwood of Gowling WLG provides comprehensive and up to date legal information covering:

  • Confidentiality and standstill agreement—public company takeover
  • 1 Introduction
  • 2 Definitions
  • 3 Confidentiality undertakings
  • 4 Records
  • 5 Return of confidential information
  • 6 Non-solicitation
  • 7 Permitted disclosure
  • 8 Acquisition of securities
  • 9 Principal
  • More...

Confidentiality and standstill agreement—public company takeover

[TO BE TYPED ON OFFEROR LETTERHEAD]

Strictly private and confidential

The Directors

[insert offeree name] plc

[insert offeree address]

Date: [insert date]

Dear Directors

Confidential supply of information

    1. 1

      Introduction

      1. 1.1

        We (the Recipient or we) have expressed an interest in receiving certain information relating to[ the company code-named ][insert offeree name] plc (the Company or you).[ We confirm that we are aware of the identity of the Company and that the use of a code-name in this letter shall not affect its enforceability.] Other defined words and expressions used in this letter are set out in paragraph 2 below.

      1. 1.2

        This letter, which shall be effective from the date signed by us and the Company, sets out the terms on which the Company is prepared to disclose to us Confidential Information for the purpose of evaluating a possible recommended offer by us for the entire issued and to be issued share capital of the Company (the Proposal).

      1. 1.3

        We acknowledge that the Company shall be entitled at any time to decline to provide any Confidential Information to the Recipient and may at any time terminate discussions and negotiations with us without incurring any liability to us.

    1. 2

      Definitions

      1. 2.1

        In this letter:

        Advisers

        1. means in relation to any person, the professional advisers and bankers and brokers advising them in relation to the Proposal, including (unless the context requires otherwise) partners

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