Sonaecom takeover of Portugal Telecom (D)
In March 2007, more than a year after Sonaecom had announced its original takeover bid for Portugal Telecom (PT), things had progressed: new investors had come along, the authorities had approved the deal, both parties were holding roadshows, and finally Sonaecom increased its offer price to €10.50. The day before the final shareholders’ meeting (2 March 2007), when the votes would be counted, everyone was doing their own numbers. According to the company’s bylaws, votes cast by a single shareholder whose shares exceeded 10% of the share capital would not be counted. Sonaecom’s offer was conditional on the removal of this restriction. The removal of this restriction had to be approved by two-thirds of the shareholders present at the AGM. After that, for the offer to be successful, Sonaecom would have to have the support of at least 50.01% of PT’s shareholders to its €10.50 per share offer. This was one of the largest deals ever in the Telecoms sector, and investors from around the world were placing their bets on who was going to win the battle.
This case allows discussions about General Assembly voting, Mergers and acquisitions, Governance and Hostile takeovers.
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