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ESMA advises Commission on information document for takeover, merger and divisions

29 March 2019

The European Securities and Markets Authority (ESMA) has today published its technical advice on the minimum information content of documents describing a takeover, merger or division. 

Under the Prospectus Regulation (PR), issuers may offer/admit securities in connection with takeovers, mergers or divisions without publishing a prospectus, provided that a document is made available to investors describing the transaction and its impact on the issuer.

The technical advice sets out the minimum information content of this document in relation to:

  • the offer of securities to the public or the admission to trading of securities on a regulated market; and
  • the description and impact that a takeover, merger or division may have on the issuer’s operational and financial activities.

ESMA’s advice on the minimum information content is addressed at national competent authorities (NCAs), issuers, their advisors and financial market participants in general. The advice is published in response to a mandate from the European Commission and has been developed following an earlier consultation with public between July and October 2018. The technical advice will form the basis for the delegated acts to be adopted by the European Commission.