Fastställande av lägsta tillåtna pris i budpliktsbud

The Swedish Takeover Act stipulates that if a person acquires thirty per cent or more of the votes of a listed company, that person must immediately announce the size of its ownership in the listed company and, within four weeks, make a mandatory offer for the remaining shares of the listed company. An important issue that arises in connection with mandatory offers is the determination of the lowest acceptable offer price in the mandatory offer, known as the ”floor price”. This is particularly relevant if the bidder is not seeking to achieve a high acceptance level in the mandatory offer, but the mandatory offer is rather a consequence of another primary transaction, such as a rights issue, a directed issue of shares or the conversion of a financial instrument into shares. The Takeover Rules issued by the Swedish Stock Market Self-Regulation Committee set out two different methods for establishing the floor price in connection with a mandatory offer. The first method involves determining the floor price based on the highest price paid by the bidder, or a person closely associated with the bidder, for the shares in the listed company during the six months prior to the announcement of the offer. The second method involves determining the floor price based on the volume-weighted average price paid for the shares in the listed company during the 20 trading days preceding the announcement of the shareholding. The rules for establishing the floor price in mandatory offers have given rise to several questions in practice and been the subject of numerous statements by the Swedish Securities Council (Swe. Aktiemarknadsnämnden). This article examines certain important practical questions arising from the rules for establishing the floor price in mandatory offers as well as related statements by the Swedish Securities Council, with the aim to provide further clarity on how to establish the floor price in mandatory offers in Sweden in various scenarios.