Consideration and underwriting: takeovers

A note looking at the financing of a takeover bid, comparing the three main methods; cash, loan notes and shares. The section on cash looks at the cash confirmation statement and various means of financing the cash, such as through debt finance, cash underpinning arrangements and trombone rights issues. The section on loan notes looks at hold-over relief for qualifying corporate bonds (QCBs), roll-over relief for non-QCBs and Takeover Code considerations, while the section on shares looks at pre-emption rights, and merger relief. Contingent value rights and mix and match offers are also addressed.

Stephen Cooke, Slaughter and May


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