AFM知识点汇总—Mandatory-bid condition 强制收购条件、Sell off 变卖

Each of the three conditions aims to ensure that shareholders are treated fairly and equitably. 宗旨是保证所有股东都被公平公正对待。

1. Sell out rights 售出权力（强买权利）：The mandatory-bid condition through sell out rights allows remaining shareholders to exit the company at a fair price once the bidder has accumulated a certain number of shares. The amount of shares accumulated before the rule applies varies between countries. The bidder must offer the shares at the highest share price, as a minimum, which had been paid by the bidder previously. The main purpose for this condition is to ensure that the acquirer does not exploit their position of power at the expense of minority shareholders. 当收购方的股份达到一定比率后（比如 90%）， 则剩余的股东 有权行使售出权力，以一个合理的价格卖给收购方，退出公司。这个比率在 各个国家有不同规定，收购方必须是以过去 N 个月的至高报价来收购剩余股份。这个一条街的主要目的是确保收购方不利用他们的权利地位而牺牲了小 股东的利益。

2. Principle of equal treatment 平等待遇原理：The principle of equal treatment condition stipulates that all shareholder groups must be offered the same terms, and that no share holder group’s terms are more or less favourable than another group’s terms, The main purpose of this condition is to ensure that minority shareholders are offered the same level of benefits, as the previous shareholders form whom the controlling stake in the target company was obtained. 平等待遇 原则规定了所有股东都享有同样的条款，谁都不能优于谁（区别对待）。主要 目的是确保少数股东被赋予了跟前控股股东同样的收益。

3. Squeeze-out rights 挤出权利（强卖权利）：The squeeze-out rights condition allows the bidder to force minority shareholders to sell their stake, at a fair price, once the bidder has acquired a specific percentage of the target company’s equity. The percentage varies between countries but typically ranges between 80% and 95%. The main purpose of this condition is to enable the acquirer to gain one hundred percent stake of the target company and prevent problems arising from minority shareholders later. 收购方可以强制少数股东卖出他们的股份，以一 个合理的价格，一旦收购方达到一定股比后。不同国家股比要求不同，在 80%—95%之间。主要目的是确保收购方可以获得百分之一百的目标公司股权，从而避免之后因少数股东而产生的一些问题。

It is the sale of part of a company as an entity or as separate assets to a third party for an agreed amount of funds or value. This value may comprise of cash a non-cash based assets. The company can then utilise the funds gained in alternative, value-enhancing activities. 公司卖了部分或者单独资产给第三方，以约定的价格。 常常是为了变现，这样公司有钱拿这笔钱投入新的增值活动中去。 好处：保护公司免于被收购，比如卖掉那个特别吸买家的产业；提供现金，维持 现有业务或开拓业务，不至于再举债提高杠杆；让公司集中精力发展核心业务。

1. A sell-off can act to protect the rest of a business form a take-over, by selling off a part that is particularly attractive to a buyer

2. It can also provide cash, enabling the remaining business to invest further without the need for worsening its gearing by obtaining more debt finance.

3. It would also enable company to concentrate on what it perceives to be its core business.