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Defence document definition

What does Defence document mean? In UK and Irish takeover practice, a defence document is the offeree board circular published by the target company in response to a hostile takeover bid. It presents the board’s recommendation to shareholders, the reasons for that view, financial and strategic analysis of the bid, and the independent advice of the Rule 3 adviser on whether the offer is fair and reasonable. It may include valuations, profit forecasts or quantified financial benefits statements, which must meet the Takeover Code’s reporting and verification requirements. The document is separate from the bidder’s offer document and is a hallmark of...

Offeree Defence Circular under the City Code on Takeovers and Mergers—Part 2: Additional Information, Disclosures and Definitions

Published by a LexisNexis Corporate expert

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Part 2 Additional information

1 Responsibility

The Directors each assume responsibility for the information set out in this document, save that, in relation to information concerning the Offeror, any connected person and any persons Acting in concert with the Offeror, the only responsibility accepted by the Directors has been to ensure that such material has been accurately compiled from published sources and is properly and fairly reproduced and presented. Subject to the foregoing, the Directors confirm that, to the best of their knowledge and belief (having taken all reasonable care to ensure this is so), the information in this document for which they are responsible is consistent with the facts and, where appropriate, does not omit anything likely to affect the significance of such information.

2 Company information

The Company is a Public company limited by shares, incorporated in [ England and Wales ] with registered number [ insert number ]. The Company’s registered office is at [ insert offeree’s registered office address ] [ and its head office and the location of its principal executive offices is at [ insert offeree’s registered office address ] ].

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