An actual or proposed public offer for the shares of a listed company marks the beginning of a stressful period for the target company. A successful public offer means the end of a company’s independence, an outcome which in most cases is not part of the deliberate strategy of a company. The management of a target company involved in the negotiations of a friendly public offer runs a large risk of losing control in the process and become a plaything of anyone with an interest in the outcome of the offer.
This can be caused by, for instance, a leakage of information and by competing bidders. Management loses more control if the offer process turns hostile and management is side-lined in the deal.
In the case of a public offer, the Management Board and the Supervisory Board are responsible for a careful weighing of the interests of all the stakeholders involved in the company. This includes the analysis of alternative options, such as a continuation of a stand-alone future, possibly combined with a change in strategy, and the consideration of the pros and cons of alternative buyer categories and different buyers from the perspective of the different shareholders.