3.

The offer document referred to in paragraph 2 shall state at least: the terms of the bid; the identity of the offeror and, where the offeror is a company, the type, name and registered office of that company; the securities or, where appropriate, the class or classes of securities for which the bid is made; the consideration offered for each security or class of securities and, in the case of a mandatory bid, the method employed in determining it, with particulars of the way in which that consideration is to be paid; the compensation offered for the rights which might be removed as a result of the breakthrough rule laid down in Article 11(4), with particulars of the way in which that compensation is to be paid and the method employed in determining it; the maximum and minimum percentages or quantities of securities which the offeror undertakes to acquire; details of any existing holdings of the offeror, and of persons acting in concert with him/her, in the offeree company; all the conditions to which the bid is subject; the offeror’s intentions with regard to the future business of the offeree company and, in so far as it is affected by the bid, the offeror company and with regard to the safeguarding of the jobs of their employees and management, including any material change in the conditions of employment, and in particular the offeror’s strategic plans for the two companies and the likely repercussions on employment and the locations of the companies' places of business; the time allowed for acceptance of the bid; where the consideration offered by the offeror includes securities of any kind, information concerning those securities; information concerning the financing for the bid; the identity of persons acting in concert with the offeror or with the offeree company and, in the case of companies, their types, names, registered offices and relationships with the offeror and, where possible, with the offeree company; the national law which will govern contracts concluded between the offeror and the holders of the offeree company’s securities as a result of the bid and the competent courts.

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Source: EUR-Lex (Cellar) · retrieved 2026-10-11 · Text as adopted (Official Journal); later amendments are not incorporated in this text.