¶¶Òõ¶ÌÊÓƵ

All Countries
Capital Markets
Tender Offer Memorandum

Tender Offer Memorandum Template for Switzerland

Create a bespoke document in minutes,  or upload and review your own.

4.6 / 5
4.8 / 5

Let's create your Tender Offer Memorandum

Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.

Get your first 2 documents free

Your data doesn't train Genie's AI

You keep IP ownership of your information

Key Requirements PROMPT example:

Tender Offer Memorandum

"I need a Swiss Tender Offer Memorandum for a friendly takeover of a SIX-listed pharmaceutical company, with an offer price of CHF 250 per share and a minimum acceptance threshold of 90%, planned for launch in March 2025."

Celebrated by
Collaborations with
Investors
Document background
The Tender Offer Memorandum is a crucial document in Swiss public M&A transactions, used when a company or investor seeks to acquire shares of a Swiss-listed target company through a public tender offer. This document must strictly comply with Swiss financial market regulations, particularly the FMIA and TOO, and requires approval from the Swiss Takeover Board before publication. It serves as the primary disclosure document for shareholders, containing comprehensive information about the offer terms, company valuations, strategic rationale, and procedural requirements. The memorandum must include all material information that shareholders need to make an informed decision about tendering their shares, including risk factors, financial details, and regulatory implications. It's particularly important in ensuring transparency and fair treatment of all shareholders in accordance with Swiss takeover regulations.
Suggested Sections

1. Important Information: Key notices, disclaimers, and regulatory statements including jurisdiction restrictions and forward-looking statements

2. Summary: Overview of the key terms and timeline of the tender offer

3. Risk Factors: Description of material risks associated with accepting or rejecting the tender offer

4. Offer Timetable: Detailed schedule of key dates and deadlines for the tender offer

5. Terms and Conditions of the Offer: Comprehensive details of the offer including price, conditions, and acceptance procedures

6. Information About the Offeror: Corporate information, business description, and financial position of the bidding company

7. Information About the Target Company: Overview of the target company, its business, and relevant financial information

8. Strategic Rationale: Explanation of the business reasoning and benefits of the proposed transaction

9. Financing of the Offer: Details of how the offer will be funded and any financing arrangements

10. Tax Considerations: Overview of relevant Swiss tax implications for accepting shareholders

11. Procedure for Accepting the Offer: Step-by-step instructions for shareholders to tender their shares

12. Required Regulatory Approvals: Details of necessary regulatory clearances and their status

Optional Sections

1. International Offer Restrictions: Required if the offer extends to shareholders in other jurisdictions, detailing specific restrictions and requirements

2. Fairness Opinion: Include when an independent valuation or fairness opinion has been obtained

3. Pro Forma Financial Information: Required when the transaction significantly impacts the financial structure

4. Employee Matters: Include when there are significant implications for employment or employee benefits

5. Competing Offers: Required when there are other existing or potential competing offers

6. Special Arrangements: Include when there are specific arrangements with certain shareholders or stakeholders

7. Future Business Strategy: Optional section detailing plans for the target company post-acquisition

Suggested Schedules

1. Acceptance Form: Official form for shareholders to accept the tender offer

2. Financial Statements: Recent financial statements of both offeror and target company

3. Fairness Opinion Report: Full report from independent expert on offer fairness (if applicable)

4. Material Contracts: Summaries of significant agreements relevant to the offer

5. Target Board Recommendation: Detailed response and recommendation from the target company's board

6. Regulatory Approvals: Copies of obtained regulatory clearances and pending applications

7. Pre-acceptance Commitments: Details of any irrevocable undertakings from shareholders

8. Offer Restrictions by Jurisdiction: Detailed jurisdiction-specific offer restrictions and requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions





















































Clauses



































Relevant Industries

Financial Services

Banking

Investment Banking

Corporate Finance

Legal Services

Private Equity

Asset Management

Securities Trading

Consulting Services

Public Companies (any sector)

Mergers & Acquisitions

Relevant Teams

Legal

Corporate Finance

Mergers & Acquisitions

Compliance

Risk Management

Executive Management

Board of Directors

Investor Relations

Corporate Development

Due Diligence

Regulatory Affairs

Corporate Communications

Treasury

Corporate Governance

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Development Director

M&A Director

Legal Counsel

Investment Banker

Financial Advisor

Corporate Finance Manager

Compliance Officer

Risk Manager

Board Member

Company Secretary

Investor Relations Manager

Due Diligence Manager

Transaction Manager

Securities Lawyer

Regulatory Affairs Director

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

Find the exact document you need

Investment Memorandum (Real Estate)

A comprehensive Swiss law-governed document outlining a real estate investment opportunity, including property details, investment terms, and regulatory considerations for potential investors.

find out more

Offering Memorandum (Real Estate)

A comprehensive investment document for Swiss real estate opportunities, combining property details, financials, and regulatory compliance under Swiss law.

find out more

Product Placement Memorandum

A Swiss law-governed agreement outlining terms for product placement in media content, ensuring regulatory compliance and commercial clarity.

find out more

Confidential Offering Memorandum

A comprehensive legal document used in Swiss private placements that provides detailed information about an investment opportunity while complying with Swiss financial regulations.

find out more

Tender Offer Memorandum

A Swiss law-governed document detailing the terms and conditions of a public tender offer for acquiring shares or securities of a target company, subject to FMIA and TOO regulations.

find out more

Preliminary Offering Memorandum

A Swiss-law governed disclosure document used for securities offerings, providing comprehensive information about the issuer and the proposed offering in compliance with Swiss financial regulations.

find out more

Preliminary Investment Memorandum

A Swiss law-governed preliminary disclosure document that presents key investment information to potential investors while complying with FinSA requirements.

find out more

Confidential Private Placement Memorandum

A Swiss-law governed confidential offering document that provides detailed information about a private investment opportunity while complying with Swiss financial regulations.

find out more

Bond Memorandum

A Swiss law-governed disclosure document outlining terms and conditions of a bond issuance, ensuring compliance with Swiss financial regulations and investor protection requirements.

find out more

Investment Offering Memorandum

A Swiss-compliant offering document that details investment terms, risks, and regulatory disclosures under FinSA requirements for potential investors.

find out more

Offering Memorandum Private Equity

A Swiss-law governed offering document that details a private equity investment opportunity, complying with Swiss financial regulations and providing comprehensive fund information to qualified investors.

find out more

Bond Offering Memorandum

A Swiss law-governed disclosure document for bond offerings that provides comprehensive information about the bonds and issuer, complying with FinSA requirements.

find out more

Investment Memorandum Private Equity

A Swiss law-governed private equity offering document that details investment opportunity specifics while ensuring compliance with FinSA and FINMA requirements.

find out more

Download our whitepaper on the future of AI in Legal

By providing your email address you are consenting to our Privacy Notice.
Thank you for downloading our whitepaper. This should arrive in your inbox shortly. In the meantime, why not jump straight to a section that interests you here: /our-research
Oops! Something went wrong while submitting the form.

³Ò±ð²Ô¾±±ð’s Security Promise

Genie is the safest place to draft. Here’s how we prioritise your privacy and security.

Your documents are private:

We do not train on your data; ³Ò±ð²Ô¾±±ð’s AI improves independently

All data stored on Genie is private to your organisation

Your documents are protected:

Your documents are protected by ultra-secure 256-bit encryption

Our bank-grade security infrastructure undergoes regular external audits

We are ISO27001 certified, so your data is secure

Organizational security

You retain IP ownership of your documents

You have full control over your data and who gets to see it

Innovation in privacy:

Genie partnered with the Computational Privacy Department at Imperial College London

Together, we ran a £1 million research project on privacy and anonymity in legal contracts

Want to know more?

Visit our for more details and real-time security updates.

Read our Privacy Policy.