Legal Landscape for Irish Public M&A

Planning to acquire an Irish public company? You can initiate an M&A transaction in Ireland in three ways - by takeover proposals, arrangement schemes or by merger (international or domestic).

Prior to starting an M&A transaction in Ireland, it is worth emphasizing that an arrangement scheme is the most popular of the three. Entrepreneurs can also initiate a cross-border merger in Ireland. 

Preventing measures

The  EU MAR Rules regulate transactions to prevent market manipulations. For this purpose, a prospectus regime has been introduced. The Prospectus Regulation in Ireland applies when securities are offered to the public, that is, governs the public offering of securities in Ireland.

The most important function of a prospectus is to provide investors in Ireland with reliable and complete information to make a decision about investing their money in the issuer's securities. If registration of a prospectus is required, then at each stage of the issue procedure, information is disclosed. This document is approved by the Board of Directors of the company.

The securities issue prospectus contains the following information:

1. About the issuing company.
   
   Information about the shareholders of the company; major transactions; structure and powers of the management and control bodies, as well as data on the persons included in these bodies.
2. Issuer’s financial and economic activities.
   
   Basic information about the state of the company and risk factors - materials on financial statements and economic indicators of the company.
3. Data on the authorized capital. 
   
   The size of the authorized capital, its structure, changes over the past 5 years, as well as information about all types of company shares and previous issues of securities (outstanding bonds, options, etc.).
4. Procedure for the securities placement.
   
   Information about the placement price is published here; on the availability of preemptive rights to purchase and circulation of securities; data on income from securities; conditions and procedure for redemption of bonds and options; materials about the persons who provided security for the bonds. In addition, the dynamics of price changes over the past 5 years should be disclosed if the securities are admitted to trading on the exchange; information about the persons organizing the placement of securities; options and an algorithm for the return of funds received as payment for securities, if the issue is declared invalid.
5. Additional facts.
   
   This section discloses information on the procedure for collecting and holding the General Shareholders Meeting; information on the regulation of export and import of capital; the procedure for taxation of income from securities; materials about the company's credit ratings; information about the depositary and registrar; as well as other information provided by law.

The prospectus is usually certified by an independent auditing firm. In some cases, the signature of an independent appraiser is required, as well as approval by the Central Bank.

Media merger specifics

If you would like to enter the Irish media market, please note that such organizations must either be physically present in the jurisdiction, or have national sales of at least EUR 2 million in the last financial year.

If there is concern that the media merger in Ireland is against the public interest, the Irish Broadcasting Authority will conduct a review.

Start an Irish merger: applications and fees

Each firm involved in the transaction must apply for an M&A transaction in Ireland. In practice, joint documents are submitted, and the buyer, as a rule, takes the initiative in drawing them up. Currently, there is a registration fee of 8000 EUR (per submission).

Certain documents related to public offerings that are governed by the Takeover Rules require the approval of the Takeover Commission.