The Takeover Board may issue a recommended decision on the procedure to be followed in a takeover bid or a merger or acquisition concerning a listed company. A recommended decision may be requested by a party to the transaction, an attorney-at-law or other adviser, an authority or some other party wishing to obtain the opinion of the Board.
The Takeover Board handles matters concerning the interpretation of the Helsinki Takeover Code, good securities market practice in takeover bids and mergers and acquisitions concerning listed companies, and other issues related to individual takeover bids or mergers and acquisitions concerning listed companies.
If the applicant so wishes, they may discuss the contents of the written application with the Takeover Board. The purpose of these preliminary discussions is to clarify the case to be submitted to the Board in a future application. Generally, the secretary and/or chair of the Board participate in the discussions, but other members of the Board may also participate by decision of the chair.
Preliminary discussions can take place after the processing fee has been paid and are subject to a separate fee. Discussions that take place before the application is received are not binding on the Board when reviewing the application.
The Takeover Board’s recommended decision is requested by application. The applicant must submit the application for a recommended decision, along with any attachment files, to the Takeover Board by email. The Board recommends that the applicant contact the secretary of the Board before submitting the application.
The application should include:
The case submitted to the Board must be clearly identified and sufficiently limited in scope. The scope of the case asked affects the fee charged to the applicant for the recommended decision. If necessary, the applicant may be asked to supplement or specify the application, or the Board may limit the scope of the case when reviewing the application.
The applicant may request the Takeover Board for the option to present its case orally to the Board.
Applications are processed by the Takeover Board without undue delay. The processing time varies from case to case. The length of the processing depends on the scope of the matter submitted to the Board, the amount of material submitted and any requests for further clarification and hearings, among other factors. Applicants should note that the processing of the application will not begin until the processing fee is paid.
Applicants may enquire about the processing status of their application from the secretary of the Board.
If the applicant has stated that the application contains confidential or inside information and the information ceases to be confidential or inside information during or after the processing of the application, the applicant must notify the Board.
Questions concerning the submission of applications and other activities of the Board may be addressed to the Secretary of the Board. General advice on submitting an application that does not involve the processing of confidential information, inside information or other deliverables is free of charge.
