On 11 May 2022, UK CMA reported business secretary Kwasi Kwarteng ordered phase 2 probe of Taurus International's takeover of Perpetuus on national security grounds. Kwarteng has quasi-judicial powers under Enterprise Act 2002 to intervene in certain mergers on public interest grounds; this decision follows the phase 1 process during which CMA investigated the potential…
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Thailand – SEC Revised Takeover Rules
On 3 May 2022, Thai SEC revised its takeover rules to simplify the process and increase flexibility in delivering documents to shareholders electronically. The requirement for the offeror to submit a copy of the tender offer and related reports to the Stock Exchange of Thailand has been repealed. Cancellation of the advertisement of the tender…
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Thailand – SEC Merger, Takeovers, Acquisition Updates
On 1 May 2022, Thailand SEC's notification of tender offer becomes effective. Background: On 30 March 2022, Thai SEC issued criteria for requesting a waiver from a tender offer; and a transaction form and timeline for preparing an opinion on the tender offer. Point to make a tender offer for securities means the holding of…
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Australia – Gvt Counterparty Law Changes
On 14 April 2022, AUT GVT published new resolution and enforcement rules. AUT GVT published new legislation amending the Restructuring and Liquidation Act, the Takeover Act, as well as Central Counterparty Enforcement Act, from August 2022. Restructuring and Liquidation Act The changes confirm that AUT FMA must form a separate unit within its structure to…
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U.S. – DoJ Sham Fortune 500 Takeover Bid
On 5 April 2022, DoJ, SEC issued charges re $14 billion tender offer fraud. DoJ charged Melville ten Cate with tender offer fraud, securities fraud, and wire fraud in connection with several schemes on behalf of his company, Xcalibur Aerospace Ltd. Schemes include fraud tender offer worth over $14bn, arising from ten Cate's allegedly sham…
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Australia – ASIC Rio Tinto Disclosure Breach
On 7 March 2022, AST ASIC confirmed the firm had breached disclosure laws. AST ASIC confirmed Rio Tinto Limited had been found by AST Court to have breached the continuous disclosure law requirements as set out in the Corporations Act 2001. Follows AST ASIC March 2018 action vs. Rio Tinto, and ex-CEO, CFO. Background In…
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