The board of director’s primary objective is to give the best possible long term return on investment for the shareholders.
Unless specific conditions apply, the board will not prevent or make obstacles in the event that a bid is made for the company or its shares. In such situations, the board will evaluate the offer(s), where an independent valuation will be included in the board’s evaluation, and make a statement which is communicated to the shareholders. Any agreement with the bidder that acts to limit the company’s ability to arrange other bids for the company’s shares will only be entered into where it is self-evident that such an agreement is in the common interest of the company and its shareholders. This provision will also apply to any agreement on the payment of financial compensation to the bidder if the bid does not proceed. Any financial compensation will be limited to the costs the bidder has incurred in making the bid.
Agreements entered into between the company and the bidder that are material to the market’s evaluation of the bid will be publicly disclosed no later than at the same time as the announcement that the bid will be made is published. In the event of a take-over bid for the company’s shares, the company’s board of directors will not exercise mandates or pass any resolutions with the intention of obstructing the take-over bid unless this is approved by the general meeting following announcement of the bid.
If an offer is made for the company’s shares, the company’s board of directors will issue a statement making a recommendation as to whether shareholders should or should not accept the offer. The board’s statement on the offer will make it clear whether the views expressed are unanimous, and if this is not the case it will explain the basis on which specific members of the board have excluded themselves from the board’s statement. The board will arrange a valuation from an independent expert. The valuation will include an explanation, and will be made public no later than at the time of the public disclosure of the board’s statement. Any transaction that is in effect a disposal of the company’s activities will be decided by a general meeting.