THE CORPORATIONS LAW

CHAPTER 6 - TAKEOVERS

PART 6.5 - THE TAKEOVER PROCEDURE

Division 3 - The target's response

SECTION 640   EXPERT'S REPORT TO ACCOMPANY TARGET'S STATEMENT IF BIDDER CONNECTED WITH TARGET  

640(1)  [Need for expert's report]  

If:

(a)  the bidder's voting power in the target is 30% or more; or

(b)  for a bidder who is, or includes, an individual - the bidder is a director of the target; or

(c)  for a bidder who is, or includes, a body corporate - a director of the bidder is a director of the target;

a target's statement given in accordance with section 638 must include, or be accompanied by, a report by an expert that states whether, in the expert's opinion, the takeover offers are fair and reasonable and gives the reasons for forming that opinion.

Note:

Subsections 648A(2) and (3) provide for the independence of the expert and disclosure of any association between the target and the expert or the bidder and the expert. A contravention of one of those subsections results in the target's statement not complying with this subsection.

640(2)  [Calculation of voting power]  

In determining whether the bidder's voting power in the target is 30% or more, calculate the bidder's voting power at the time the bidder's statement is sent to the target.