GLOBAL M&A TOOLKIT: CROSS BORDER ACQUISITION GUIDE

CONTENTS

Cross Border Acquisition Guide 3

Critical Issues Covered by the Guide 6

Tailored Report 7

Comparative Table 8

Company Incorporation 9

Our Mergers and Acquisitions Group 10

Global M&A Toolkit 12

Clifford Chance Online Services 13

Clifford Chance Global M&A Team 14

3

CROSS BORDER ACQUISITION GUIDE

The Cross Border Acquisition Guide is an online, dynamic and searchable resource which provides an invaluable overview of the specific issues faced by a participant in the fast paced world of cross-border M&A. It will enable your team to anticipate hurdles and aid your decision-making process.

The guide is set out in a clearly structured and readable format which will enable you to find the answer to your query quickly and easily. It is updated on a regular basis by our global M&A team and is supported by our dedicated Online Services team. The guide provides contact details which will direct you to the relevant members of our global M&A team if you are looking for more involved advice.

There are various ways to use the guide, such as:

• You can quickly produce a tailored report covering the key issues in the public and/or private sphere when planning an M&A transaction in your choice of up to 20 key jurisdictions.

• You can effortlessly produce a summary comparative table containing very brief details of the M&A rules in relevant jurisdictions, which are hyperlinked to more detailed information.

• You can instantly create a comprehensive guide to the M&A rules in a particular jurisdiction.

For example, in a couple of clicks you can find answers to queries such as:

• How many directors are required to incorporate a company in Japan, Poland or the Netherlands?

• Are Heads of Agreement binding in Thailand or Singapore?

• What are the mandatory takeover and squeeze out thresholds in France, Germany and England & Wales?

• Is Works Council consultation required in Belgium before you sign a deal?

• What are the restrictions and market practices on break fees in Hong Kong and Japan?

4

Jurisdictions covered

Jurisdictions covered

Spain

Singapore

USAUK

UAE

Thailand

Russia

Poland

The Netherlands

Japan

Indonesia Italy

HungaryHong Kong

GermanyFrance

Czech RepublicChina

BelgiumAustralia

CROSS BORDER ACQUISITION GUIDE

Structuring and executing modern M&A transactions can be difficult and highly complex, especially multi-jurisdictional deals and public company acquisitions.

Clifford Chance’s Cross Border Acquisition Guide helps potential buyers, sellers, targets and their advisers to scope complex M&A transactions in both the public and private spheres and to analyse and optimise structures and ensure swift execution. This service provides a concise, tailored and practical overview of the legal issues faced, giving a higher chance of success.

We currently cover 20 jurisdictions across the world.

5

Jurisdictions covered

Jurisdictions covered

Spain

Singapore

USAUK

UAE

Thailand

Russia

Poland

The Netherlands

Japan

Indonesia Italy

HungaryHong Kong

GermanyFrance

Czech RepublicChina

BelgiumAustralia

6

CRITICAL ISSUES COVERED BY THE GUIDE

The guide categorises key information under the following headings:

General Public Private Company Incorporation

• Background

• Types of Deal

• Forms of Entity

• Management

• Consents & Approvals

• Financial Assistance

• Tax Issues

• Forms of Offers

• Regulatory Framework

• Main Offer Terms

• Timing and Procedure

• Documentation

• Irrevocable Undertakings

• Break Fees & Other Offer-Related Arrangements

• Information Gathering

• Insider Trading

• Disclosure Issues

• Stakebuilding

• Mandatory Offer

• Defences

• Directors’ Obligations

• Squeeze-out Procedure

• Shares or Assets?

• Regulatory Framework

• Overview

• Good Faith Obligation

• Heads of Agreement

• Legal Review Process

• Documentation

• Warranties & Indemnities

• MBOs

• Type of Company

• Shelf Company Procedure

• Process and Documentation

• Practical Implications

• On-Going Obligations

7

TAILORED REPORT

Using the guide, it is quick and easy to generate a tailored report focused on the jurisdictions and issues which are relevant to your transaction.

Below is a sample tailored report which shows the key stakebuilding considerations for a public takeover in China and Singapore.

8

COMPARATIVE TABLE

You can create comparative summary tables to assess the differences between the M&A rules of various countries.

Below is a sample comparative table showing a comparative analysis of public takeover requirements in Belgium, Czech Republic, Germany, Hong Kong, Italy and Russia. This may assist in assessing which transaction faces higher execution risk.

9

COMPANY INCORPORATION

You can factor in any timing and logistical issues when setting up a company by viewing our Company Incorporation Guide.

Below is a sample comparative report which shows key facts to bear in mind when incorporating a company in Belgium, Czech Republic, France, Germany and England & Wales.

10

OUR MERGERS AND ACQUISITIONS GROUP

Your Clifford Chance team offers applied expertise – based on our involvement in headline transactions including acquisitions, takeover bids, hostile bid situations, mergers, demergers and reorganisations.

Our substantial experience of working on M&A projects of all sizes enables us to make a valuable contribution right from the start. We deliver cross-border deal expertise through a dedicated network of lawyers based across 33 offices* in 23 countries. We provide you with access to local teams of lawyers, working together with one aim in mind: to achieve your business objectives.

We work in dedicated cross-functional client teams bringing a wide range of legal experience and industry knowledge to each deal. This integrated approach gives you access to

complementary areas of law including Competition; Finance and Capital Markets; Tax; Employment; and Litigation/Dispute Resolution.

We work closely with your in-house team, keeping your commercial objectives at the forefront of our thinking, to minimise any impact on your day-to-day business.

For advice on how we may help you, contact one of our M&A specialists.

*Linda Widyati and Partners in association with Clifford Chance in Jakarta.Clifford Chance has a co-operation agreement with Abuhimed Alsheikh Alhagbani Law Firm in Riyadh.Clifford Chance has a best friends relationship with Redcliffe Partners in Ukraine

“Clifford Chance is a firm with a fantastic reputation and that’s the service the client gets.”Chambers Global 2016: Corporate/M&A

12

GLOBAL M&A TOOLKIT

The Clifford Chance Global M&A Toolkit brings together the latest insights and intelligence to support your M&A decision-making. It comprises a targeted collection of web-based transaction tools and in-depth analysis of important M&A market and regulatory developments globally.

Key features of the Global M&A Toolkit include:

• Topical Videos

• Latest insights into M&A and Antitrust Trends

• Cross Border Acquisition Guide database

• M&A Handbooks and Takeover Guides

• Resources on hot topics such as MAR and sanctions

• My Toolkit – gather your favourite content for quick access

• M&A Tools for quick answers

• Web App for mobile devices

• M&A Directory of Clifford Chance contacts

Follow us on LinkedIn for updates on new content.

GLOBAL

TOOLKITM&A

Clarifying the complex world of Global M&AInsights and intelligence to support your M&A decision-making

www.cliffordchance.com/GlobalM&AToolkit

Desktop Tablet Mobile

13

CLIFFORD CHANCE ONLINE SERVICES

Our online services provide instant access to a variety of tailored knowhow information and include:

Our Sector-Focused Alerters – Concise email digests of ‘must know’ legislative and regulatory developments from around the world, which can be personalised to suit the jurisdictions and industry sectors of individual interest.

Each alert highlights the key issues with links to more in depth analysis, third party websites and Clifford Chance experts.

Alerter: Finance Industry – This alerter focuses on legislative, regulatory and market changes in banking, insurance and investment services around the world, providing you with daily updates on the global financial services markets, direct from key international centres.

Alerter: Communications & Media – This alerter focuses on developments in the fast moving European Communications & Media markets, covering fixed and mobile telecommunications, radio and television.

Alerter: Energy – This alerter focuses on the increasingly open global energy sector. It covers oil & gas, electricity, renewable energy, mining, nuclear, environmental and climatic trading, and general environmental issues.

Cross Border Financing Guide – Structuring modern financing solutions can be difficult and highly complex. Designed for business users, this guide provides a concise and practical overview of the key legal issues faced by participants when structuring a cross-border financing.

Financial Markets Toolkit – The Financial Markets Toolkit contains a growing collection of high quality resources relevant to the financial markets including publications, guides, videos and transaction tools from across our network. The resources are available for you on demand, whenever you need them.

The Financial Markets Toolkit can be accessed at www.cliffordchance.com/FinancialMarketsToolkit

Talking Tech - We believe that every business is a technology business, with technology and innovation now playing a fundamental role in every sector. Our dedicated site contains a range of articles and events from across our global network, which provide a legal perspective on the technology trends and developments in every business sector and includes a dedicated section on fintech. These resources are available online for you, whenever you need them.

Visit the website today at www.cliffordchance.com/TalkingTech

Anti-bribery/Anti-corruption Courses – The Clifford Chance and Thomson Reuters anti-bribery/anti-corruption eLearning course is a unique compliance training tool for senior managers and business users working in customer-facing roles such as sales, marketing and procurement. Available in 10 languages, it helps businesses address the many corruption and bribery risks employees face, day in, day out.

Competition/Antitrust Courses – The Clifford Chance and Thomson Reuters competition/antitrust eLearning courses revolutionise the way employees within an organisation learn about the competition and antitrust laws of the EU, the US, Japan, China, Russia, India and Canada. Available in 20 languages, this subscription based service is a cost effective method of mitigating the risk of employee activity exposing companies to competition/antitrust law liability.

If you would like further details on how these services can benefit you and your company please email onlineservices@cliffordchance.com or call +44 20 7006 4444.

14

CLIFFORD CHANCE GLOBAL M&A TEAM

Guy NormanT: +44 20 7006 1950E: guy.norman@

cliffordchance.com

Global

Spencer BaylinT: +44 20 7006 1519E: spencer.baylin@

cliffordchance.com

Africa

Lance SacksT: +61 2 8922 8005E: lance.sacks@

cliffordchance.com

Australia

Niek De PauwT: +32 2533 5072E: niek.depauw@ cliffordchance.com

Belgium

Anthony OldfieldT: +1 212 878 3407/

+55 11 3019 6010E: anthony.oldfield@

cliffordchance.com

Brazil

Alex CookT: +420 22 255 5212E: alex.cook@

cliffordchance.com

Central and Eastern Europe

Laurent SchoensteinT: +33 14405 5467E: laurent.schoenstein@

cliffordchance.com

France

Terence FooT: +861 06535 2299E: terence.foo@

cliffordchance.com

China

Andrew WhanT: +852 2825 8903E: andrew.whan@

cliffordchance.com

Hong Kong

Neeraj BudhwaniT: +852 2826 2428E: neeraj.budhwani@

cliffordchance.com

India

Linda WidyatiT: +62 21 2988 8301E: linda.widyati@

cliffordchance.com

Indonesia*

Thomas KrecekT: +49 21 1435 55468E: thomas.krecek@

cliffordchance.com

Germany

* Linda Widyati & Partners in association with Clifford Chance

15

Paolo SersaleT: +39 028063 4274E: paolo.sersale@

cliffordchance.com

Italy

Tatsuhiko KamiyamaT: +81 35561 6615E: tatsuhiko.kamiyama@

cliffordchance.com

Japan

Javier AmanteguiT: +34 91590 7576E: javier.amantegui@

cliffordchance.com

Latin America

Christian KremerT: +352 485050 201E: christian.kremer@

cliffordchance.com

Luxembourg

Mohammed Al-ShukairyT: +971 4 503 2707E: mo.al-shukairy@

cliffordchance.com

Middle East

Hans BeerlageT: +31 20711 9198E: hans.beerlage@

cliffordchance.com

Netherlands

Lee Taylor T: +65 6410 2290E: lee.taylor@

cliffordchance.com

Singapore

Marc BartholomyT: +7 495 660 8006E: marc.bartholomy@

cliffordchance.com

Russia

Itir CiftciT: +90 212339 0077E: itir.ciftci@

yeginciftci.av.tr

Turkey**

Mark PoultonT: +44 20 7006 1434E: mark.poulton@

cliffordchance.com

United Kingdom

David BrintonT: +1 212878 8276E: david.brinton@

cliffordchance.com

United States

Javier García de EnterríaT: +34 91590 4102E: javier.garciadeenterria@

cliffordchance.com

Spain

** Yegin Ciftci Attorney Partnership in association with Clifford Chance

Contact details for the partners in our Global M&A team are available on the Clifford Chance Global M&A Toolkit: www.cliffordchance.com/GlobalM&AToolkit

J201705050050792

Clifford Chance, 10 Upper Bank Street, London, E14 5JJ

© Clifford Chance 2017

Clifford Chance LLP is a limited liability partnership registered in England and Wales under number OC323571.

Registered office: 10 Upper Bank Street, London, E14 5JJ

We use the word ‘partner’ to refer to a member of Clifford Chance LLP, or an employee or consultant with equivalent standing and qualifications.

WWW.CLIFFORDCHANCE.COM

*Linda Widyati and Partners in association with Clifford Chance.

**Clifford Chance has a co-operation agreement with Abuhimed Alsheikh Alhagbani Law Firm in Riyadh.

Clifford Chance has a best friends relationship with Redcliffe Partners in Ukraine.

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